Common use of Indemnification of Agent Clause in Contracts

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the resignation of Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent determined in a judgment by a court of competent jurisdiction to have resulted resulting from such the Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes or if the Agent fails to follow the written direction of this Section 13.7the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding provision, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment administration or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including reasonable counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether The Lenders agree (which agreement shall survive the expiration or not termination of this Agreement) to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally Agent and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Affiliates (to the extent not reimbursed by or on behalf of Borrower and Borrowers, but without limiting the any obligation of Borrower Borrowers to do somake such reimbursement), and hold harmless each Agent-Related Person ratably according to their respective Percentages, from and against any and all Indemnified Liabilities (which shall not include legal claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent incurred and its Affiliates in connection with any way relating to or arising out of this Agreement, any of the closing of other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement) incurred by itAgreement or any of the Loan Documents; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to claims, damages, losses, liabilities, costs or expenses resulting from the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own or its Affiliate’s gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally agrees to reimburse the Agent and pro rata based on its respective Pro Rata Share, reimburse Agent Affiliates promptly upon demand for its ratable share of any costs or reasonable out-of-pocket expenses (including Lenders’ Expenses incurred after the closing including, without limitation, reasonable fees and expenses of the transactions contemplated by this Agreementhouse and outside counsel) incurred by the Agent (in and its capacity as Agent, and not as a Lender) Affiliates in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, Agreement or any of the other Loan Document, or any document contemplated by or referred to hereinDocuments, to the extent that the Agent is and its Affiliates are not reimbursed for such expenses by Borrowers, but without limiting the obligation of Borrowers to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrowers for such amounts, they shall refund to the Lenders on behalf a pro rata basis the amount of Borrowerany excess reimbursement. The undertaking in If the indemnity furnished to the Agent and its Affiliates under this Section 13.7 shall survive become impaired as determined in the payment Agent’s reasonable judgment or Agent shall elect in full its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Obligations, the termination of this Agreement and the resignation of AgentIndebtedness hereunder.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of Borrower the Borrowers and without limiting the obligation of Borrower the Borrowers to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (each an “Indemnifiable Amount” and collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrowers shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section 11.7, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether The Lenders agree (which agreement shall survive the expiration or not termination of this Agreement) to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally Agent and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Affiliates (to the extent not reimbursed by or on behalf of Borrower and Borrowers, but without limiting the any obligation of Borrower Borrowers to do somake such reimbursement), and hold harmless each Agent-Related Person ratably according to their respective Weighted Percentages, from and against any and all Indemnified Liabilities (which shall not include legal claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent incurred and its Affiliates in connection with any way relating to or arising out of this Agreement, any of the closing of other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement) incurred by itAgreement or any of the Loan Documents; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to claims, damages, losses, liabilities, costs or expenses resulting from the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own or its Affiliate’s gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally agrees to reimburse the Agent and pro rata based on its respective Pro Rata Share, reimburse Agent Affiliates promptly upon demand for its ratable share of any costs or reasonable out-of-pocket expenses (including Lenders’ Expenses incurred after the closing including, without limitation, reasonable fees and expenses of the transactions contemplated by this Agreementhouse and outside counsel) incurred by the Agent (in and its capacity as Agent, and not as a Lender) Affiliates in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, Agreement or any of the other Loan Document, or any document contemplated by or referred to hereinDocuments, to the extent that the Agent is and its Affiliates are not reimbursed for such expenses by Borrowers, but without limiting the obligation of Borrowers to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrowers for such amounts, they shall refund to the Lenders on behalf a pro rata basis the amount of Borrowerany excess reimbursement. The undertaking in If the indemnity furnished to the Agent and its Affiliates under this Section 13.7 shall survive become impaired as determined in the payment Agent’s reasonable judgment or Agent shall elect in full its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Obligations, the termination of this Agreement and the resignation of AgentIndebtedness hereunder.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses Protective Advances incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Financing Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the resignation of Agent. The term “Indemnified Liabilities” means those liabilities described in Section 13.2(a) and Section 13.2(b).

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Credit Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.714.8. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses Protective Advances incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Financing Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 14.8 shall survive the payment in full of the Obligations, the termination of this Agreement and the resignation of Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Loan Party and without limiting the obligation of Borrower any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from been caused primarily by such Agent-Related Person’s 's own gross negligence or willful misconduct; provided, however, it being agreed by all Lenders that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after Attorney Costs and costs and expenses in connection with the closing use of the transactions contemplated by IntraLinks, Inc. or other similar information transmission systems in connection with this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive termination of the Aggregate Commitments, the payment in full of the Obligations, the termination of this Agreement all other Obligations and the resignation of Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Each Lender shall, severally and pro rata based on its respective Pro Rata Share, agrees to indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so)) pro rata in accordance with such Lender's respective Commitment relative to the aggregate amount of all such Commitments, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itAgent under the Loan Documents (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from Agent's gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final judgment or if the Agent fails to follow the written direction of Requisite Lenders (or all Lenders if expressly required hereunder) unless such failure results from Agent following the advice of counsel to Agent of which advice Lenders have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with received notice. Without limiting the directions generality of the Required Lenders shall be deemed foregoing but subject to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoingpreceding proviso, each Lender shall, severally and pro rata based on its respective Pro Rata Share, agrees to reimburse Agent (to the extent not reimbursed by Borrower and without limiting the obligation of Borrower to do so if applicable), promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of Agent's own choosing) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any "lender liability" suit or claim brought against Agent and/or Lenders, and any document contemplated claim or suit brought against Agent, and/or Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including reasonable counsel fees) shall be advanced by Lenders on the request of Agent notwithstanding any claim or referred to herein, to the extent assertion that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf Agent that Agent will reimburse Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and the resignation Agreement. If Borrower shall reimburse Agent for any Indemnifiable Amount following payment by any Lender to Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, then Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including reasonable counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Credit Party and without limiting the obligation of Borrower any Credit Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted resulting from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreementattorney costs) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Credit Agreement, any other Loan Credit Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive termination of the Commitments, the payment in full of the Obligations, the termination of this Agreement all Credit Party Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether The Lenders agree (which agreement shall survive the expiration or not termination of this Agreement) to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally Agent and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Affiliates (to the extent not reimbursed by or on behalf of Borrower and Borrower, but without limiting the any obligation of Borrower to do somake such reimbursement), and hold harmless each Agent-Related Person ratably according to their respective Weighted Percentages, from and against any and all Indemnified Liabilities (which shall not include legal claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of outside counsel) which may be imposed on, incurred by, or asserted against the Agent incurred and its Affiliates in connection with any way relating to or arising out of this Agreement, any of the closing of other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement) incurred by itAgreement or any of the Loan Documents; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to claims, damages, losses, liabilities, costs or expenses resulting from the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own or its Affiliate’s gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally agrees to reimburse the Agent and pro rata based on its respective Pro Rata Share, reimburse Agent Affiliates promptly upon demand for its ratable share of any costs or reasonable out-of-pocket expenses (including Lenders’ Expenses incurred after the closing including, without limitation, reasonable fees and expenses of the transactions contemplated by this Agreementoutside counsel) incurred by the Agent (in and its capacity as Agent, and not as a Lender) Affiliates in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, Agreement or any of the other Loan Document, or any document contemplated by or referred to hereinDocuments, to the extent that the Agent is and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall become impaired as determined in the Agent’s reasonable judgment or Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action on behalf of Borrowersuch Lenders. The undertaking in this Section 13.7 Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall survive the payment in full be deemed to constitute part of the Obligations, the termination of this Agreement and the resignation of AgentIndebtedness hereunder.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally Agent and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Parties (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Credit Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated by claim or referred to hereinsuit brought against the Agent, to and/or the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerLenders arising under any Environmental Laws. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Loan Party and without limiting the obligation of Borrower any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.79.07. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing fees, disbursements and other charges of the transactions contemplated by this Agreementcounsel) incurred by the Administrative Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 9.07 shall survive termination of the Aggregate Commitments, the payment in full of the Obligations, the termination of this Agreement all other Obligations and the resignation of the Administrative Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses Protective Advances incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Financing Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the resignation of Agent.

Indemnification of Agent. Whether The Lenders agree (which agreement shall survive the expiration or not termination of this Agreement) to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally Agent and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Affiliates (to the extent not reimbursed by or on behalf of Borrower and Borrower, but without limiting the any obligation of Borrower to do somake such reimbursement), and hold harmless each Agent-Related Person ratably according to their respective Revolving Credit Percentages, from and against any and all Indemnified Liabilities (which shall not include legal claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent incurred and its Affiliates in connection with any way relating to or arising out of this Agreement, any of the closing of other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement) incurred by itAgreement or any of the Loan Documents; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to claims, damages, losses, liabilities, costs or expenses resulting from the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own or its Affiliate’s gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally agrees to reimburse the Agent and pro rata based on its respective Pro Rata Share, reimburse Agent Affiliates promptly upon demand for its ratable share of any costs or reasonable out-of-pocket expenses (including Lenders’ Expenses incurred after the closing including, without limitation, reasonable fees and expenses of the transactions contemplated by this Agreementhouse and outside counsel) incurred by the Agent (in and its capacity as Agent, and not as a Lender) Affiliates in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, Agreement or any of the other Loan Document, or any document contemplated by or referred to hereinDocuments, to the extent that the Agent is and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on behalf a pro rata basis the amount of Borrowerany excess reimbursement. The undertaking in If the indemnity furnished to the Agent and its Affiliates under this Section 13.7 shall survive become impaired as determined in the payment Agent’s reasonable judgment or Agent shall elect in full its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Obligations, the termination of this Agreement and the resignation of AgentIndebtedness hereunder.

Indemnification of Agent. Whether or not Regardless of whether the transactions contemplated hereby by this Agreement and the other Loan Documents are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, agrees to indemnify upon demand each Agent-Related Person the Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Pro Rata Share, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a “Lender”) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction to have resulted from such Agentin a final, non-Related Person’s own gross negligence or willful misconductappealable judgment; provided, however, that no action taken in accordance with the directions of the Required Requisite 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 13.7Section. Without limitation limiting the generality of the foregoing, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and expenses of the transactions contemplated by this Agreementcounsel to the Agent) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, The Lenders agree to indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower Borrower) ratably, according to do so)their respective Commitment Percentages, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (which shall not include legal expenses including attorneys’ fees and expenses) or disbursements of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) any kind or nature whatsoever that may be imposed on, incurred by it; providedor asserted against Agent in its capacity as agent in any way relating to or arising out of this Agreement or any other Loan Document or the Intercreditor Agreement, howeveror any action taken or omitted by Agent with respect to this Agreement or any other Loan Document, or the Intercreditor Agreement, provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements resulting from Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction to have resulted jurisdiction, or from such Agent-Related Person’s own gross negligence any action taken or willful misconduct; providedomitted by Agent in any capacity other than as agent under this Agreement, howeverthe Intercreditor Agreement or any other Loan Document, that no or the Intercreditor Agreement. No action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower10.10. The undertaking in this Section 13.7 10.10 shall survive the payment in full repayment of the ObligationsLoans, cancellation of the Notes, if any, expiration or termination of the Letters of Credit, termination of the Commitment, any foreclosure under, or modification, release or discharge of, any or all of the Loan Documents, termination of this Agreement and the resignation or replacement of Agentthe agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand indemnify, within thirty (30) days after written demand, each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, reimburse Agent upon Agent, within thirty (30) days after written demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Lender Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the resignation of Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender's respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Credit Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Credit Documents (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent determined found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such the Agent-Related Person’s own 's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation limiting the generality of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, agrees to reimburse the Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent's own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Credit Documents, any other Loan Documentsuit or action brought by the Agent to enforce the terms of the Credit Documents and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any document contemplated by claim or referred to hereinsuit brought against the Agent and/or the Lenders arising under any Environmental and Safety Laws, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking agreements in this Section 13.7 shall survive the payment in full of the ObligationsLoans and all other amounts payable hereunder or under the other Credit Documents, the expiration of all Letters of Credit and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Regardless of whether the transactions contemplated hereby by this Agreement and the other Loan Documents are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, agrees to indemnify upon demand each Agent-Related Person the Administrative Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (which shall in its capacity as “Administrative Agent” but not include legal expenses of Agent incurred as a “Lender”) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction to have resulted from such Agentin a final, non-Related Person’s own gross negligence or willful misconduct; appealable judgment provided, however, that no action taken in accordance with the directions of the Required Requisite Lenders (or all Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation limiting the generality of the foregoing, each Lender shall, severally agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and expenses of the transactions contemplated by this Agreementcounsel to the Administrative Agent) incurred by the Administrative Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Administrative Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any document contemplated claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or referred to herein, to assertion that the extent that Administrative Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Administrative Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of Borrower the Borrowers and without limiting the obligation of Borrower the Borrowers to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence, willful misconduct or breach of this Agreement as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrowers shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Aggregate Exposure Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent (of this Section 13.7which advice the Lenders have received notice) that following such written direction would violate Applicable Law. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Loan Party and without limiting the obligation of Borrower any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted resulting from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, provided that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.710.6. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 10.6 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of Borrowerthe Borrowers. The undertaking in this Section 13.7 10.6 shall survive termination of the Commitments, the payment in full of the Obligations, the termination of this Agreement all other Obligations and the resignation of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Agent-Agent- Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.79.7. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Debt Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 9.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the resignation of Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Prorata Share, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the following, in each case as determined in a judgment by a court of competent jurisdiction to have resulted from such in a final and non-appealable decision: (a) the Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes or (b) the Agent’s failure to follow the written direction of this Section 13.7the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding provision, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment administration or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions ------------------------ contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Banks shall indemnify upon demand each the Agent-Related Person Persons (to the extent not reimbursed by or on behalf of Borrower the Company and without limiting the obligation of Borrower the Company to do so), and hold harmless each Agent-Related Person pro rata, from and against any and all Indemnified Liabilities and any other liability, obligation, loss, damage, penalty, action, judgment, suit, cost, charge, expense or disbursement (which shall not include legal expenses including Attorney's Costs) that would be an Indemnified Liability but for the fact that it relates or arises out of Agent incurred in connection with a claim or threatened claim by the closing of the transactions contemplated by Company or other Person party to this Agreement) incurred by it; Agreement; provided, however, that no Lender Bank shall be liable for the payment to any -------- ------- the Agent-Related Person Persons of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted resulting solely from such Agent-Related Person’s own 's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this AgreementAttorney Costs) incurred by Agent (in its capacity as Agent, and not as a Lender) it in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent it is not reimbursed for such expenses by or on behalf of Borrowerthe Company. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each the Agent-Related Person Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Agent-Related Person pro rata, from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including legal fees) of any kind or nature whatsoever which shall not include legal expenses may at any time (including at any time following the repayment of Agent the Loans, the termination of the Letters of Credit or the resignation or replacement of the Agent) be imposed on, incurred by or asserted against such Agent-Related Persons in connection with the closing any way relating to or arising out of this Agreement, or any Loan Document, or any of the transactions contemplated hereby, or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding relating to or arising out of this Agreement) incurred by itAgreement or the Loans or the Letters of Credit or the use of the proceeds thereof, whether or not the Agent-Related Person so indemnified is a party thereto; provided, however, that the Lenders shall have no Lender shall be liable for the payment obligation hereunder to indemnify any Agent-Related Person under this Section 9.7 with respect to obligations resulting solely from the gross negligence or willful misconduct of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreementlegal fees) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement all obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (each an “Indemnifiable Amount” and collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section 11.7, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Loan Party and without limiting the obligation of Borrower any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own bad faith, gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute bad faith, gross negligence or willful misconduct for purposes of this Section 13.79.07. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing fees, disbursements and other charges of the transactions contemplated by this Agreementcounsel) incurred by the Administrative Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 9.07 shall survive termination of the Aggregate Commitments, the payment in full of the Obligations, the termination of this Agreement all other Obligations and the resignation of the Administrative Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Commitment Percentage (determined at the time any such claim is made), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Regardless of whether the transactions contemplated hereby by this Agreement and the other Loan Documents are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, agrees to indemnify upon demand each Agent-Related Person the Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender's respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a "Lender") in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent's gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction to have resulted from such Agentin a final, non-Related Person’s own gross negligence or willful misconductappealable judgment; provided, however, that no action taken in accordance with the directions of the Required Requisite 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 13.7Section. Without limitation limiting the generality of the foregoing, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and expenses of the transactions contemplated by this Agreementcounsel to the Agent) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Advances and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Loan Party and without limiting the obligation of Borrower any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from been caused primarily by such Agent-Related Person’s 's own gross negligence or willful misconduct; provided, however, it being agreed by all Lenders that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after Attorney Costs and costs and expenses in connection with the closing use of the transactions contemplated by IntraLinks, Inc. or other similar information transmission systems in connection with this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive termination of the Aggregate Commitments, the payment in full of the Obligations, the termination of this Agreement all other Obligations and the resignation of Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent reasonably following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed or the Requisite Revolving Loan Lenders, as applicable (or all of the Lenders if expressly required hereunder), unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including reasonable counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction to have resulted from such Agentin a final, non-Related Person’s own gross negligence or willful misconductappealable judgment; provided, however, that no action taken in accordance with the directions 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 13.7Section. Without limitation limiting the generality of the foregoing, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and expenses of the transactions contemplated by this Agreementcounsel to the Agent) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Credit Party and without limiting the obligation of Borrower any Credit Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s 's own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this AgreementAttorney Costs) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Credit Agreement, any other Loan Credit Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive termination of the Commitments, the payment in full of the Obligations, the termination of this Agreement all other Borrower's Obligations and the resignation of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Credit Party and without limiting the obligation of Borrower any Credit Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted resulting from such Agent-Related Person’s own 's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse Agent the Agents upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and costs of the transactions contemplated by this Agreementcounsel) incurred by Agent (in its capacity as Agent, and not as a Lender) the Agents in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Credit Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive termination of the Commitments, the payment in full of the Obligations, the termination of this Agreement all Obligations hereunder and the resignation or replacement of any Agent.

Indemnification of Agent. Whether or not Regardless of whether the transactions contemplated hereby by this Agreement and the other Loan Documents are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, agrees to indemnify upon demand each Agent-Related Person the Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Pro Rata Share (determined at the time such indemnity is sought), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a “Lender”) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction to have resulted from such Agentin a final, non-Related Person’s own gross negligence or willful misconductappealable judgment; provided, however, that no action taken in accordance with the directions of the Required Requisite 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 13.7Section. Without limitation limiting the generality of the foregoing, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its such ratable share as determined at the time such payment is sought of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and expenses of the transactions contemplated by this Agreementcounsel to the Agent) actually incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Credit Party and without limiting the obligation of Borrower any Credit Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted resulting from such Agent-Related Person’s own 's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and costs of the transactions contemplated by this Agreementcounsel) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive termination of the Commitments, the payment in full of the Obligations, the termination of this Agreement all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions ------------------------ contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Banks shall indemnify upon demand each the Agent-Related Person Persons (to the extent not reimbursed by or on behalf of the Borrower or the Guarantors and without limiting the obligation of the Borrower or the Guarantors to do so), and hold harmless each Agent-Related Person in accordance with the Banks' Pro Rata Shares, from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by itLiabilities; provided, however, that no Lender Bank -------- ------- shall be liable for the payment to any the Agent-Related Person Persons of any portion of such Indemnified Liabilities to the extent determined in they are found by a judgment by final decision of a court of competent jurisdiction to have resulted from such Agent-Related Person’s own 's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-out- of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this AgreementAttorney Costs) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of Borrowerthe Borrower or the Guarantors. The undertaking in this Section 13.7 shall survive the payment in full termination of the ObligationsCommitments, the termination payment of this Agreement all other Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Credit Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the resignation of Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s 's own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this AgreementAttorney Costs) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive termination of the Commitments, the payment in full of the Obligations, the termination of this Agreement all other Obligations and the resignation of the Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of Borrower the Borrowers and without limiting the obligation of Borrower the Borrowers to do so)) pro rata in accordance with such Lender's respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent's gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent's own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrowers shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder), unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including reasonable counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Regardless of whether the transactions contemplated hereby by this Agreement and the other Loan Documents are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, agrees to indemnify upon demand each Agent-Related Person the Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Commitment Percentage (determined at the time such indemnity is sought), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a “Lender”) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction to have resulted from such Agentin a final, non-Related Person’s own gross negligence or willful misconductappealable judgment; provided, however, that no action taken in accordance with the directions of the Required Requisite 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 13.7Section. Without limitation limiting the generality of the foregoing, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its such ratable share as determined at the time such payment is sought of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and expenses of the transactions contemplated by this Agreementcounsel to the Agent) actually incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender's respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as "Agent" but not include legal expenses of Agent incurred as a "Lender") in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent determined found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such the Agent-Related Person’s own 's gross negligence or willful misconduct; provided, however, that no action taken in accordance with or if the directions Agent fails to follow the written direction of the Required Requisite Lenders shall be deemed unless such failure is pursuant to constitute gross negligence or willful misconduct for purposes the advice of this Section 13.7counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, agrees to reimburse the Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent's own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any document contemplated by claim or referred to hereinsuit brought against the Agent and/or the Lenders arising under any Environmental Laws, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or assertion that the Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether The Lenders agree (which agreement shall survive the expiration or not termination of this Agreement) to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally Agent and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Affiliates (to the extent not reimbursed by or on behalf of Borrower and Borrower, but without limiting the any obligation of Borrower to do somake such reimbursement), and hold harmless each Agent-Related Person ratably according to their respective Weighted Percentages, from and against any and all Indemnified Liabilities (which shall not include legal claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may be imposed on, incurred by, or asserted against the Agent incurred and its Affiliates in connection with any way relating to or arising out of this Agreement, any of the closing of other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement) incurred by itAgreement or any of the Loan Documents; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to claims, damages, losses, liabilities, costs or expenses resulting from the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own or its Affiliate’s gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally agrees to reimburse the Agent and pro rata based on its respective Pro Rata Share, reimburse Agent Affiliates promptly upon demand for its ratable share of any costs or reasonable out-of-pocket expenses (including Lenders’ Expenses incurred after the closing including, without limitation, reasonable fees and expenses of the transactions contemplated by this Agreementhouse and outside counsel) incurred by the Agent (in and its capacity as Agent, and not as a Lender) Affiliates in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, Agreement or any of the other Loan Document, or any document contemplated by or referred to hereinDocuments, to the extent that the Agent is and its Affiliates are not reimbursed for such expenses by Borrower, but without limiting the obligation of Borrower to make such reimbursement. Each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Lenders pursuant to this Section, provided that, if the Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on behalf a pro rata basis the amount of Borrowerany excess reimbursement. The undertaking in If the indemnity furnished to the Agent and its Affiliates under this Section 13.7 shall survive become impaired as determined in the payment Agent’s reasonable judgment or Agent shall elect in full its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise), Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Obligations, the termination of this Agreement and the resignation of AgentIndebtedness hereunder.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not The Banks agree to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally Agent and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Affiliates (to the extent not reimbursed by or on behalf of Borrower and Company, but without limiting the any obligation of Borrower Company to do somake such reimbursement), and hold harmless each Agent-Related Person ratably according to their respective Percentages, from and against any and all Indemnified Liabilities (which shall not include legal claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against the Agent incurred and its Affiliates in connection with any way relating to or arising out of this Agreement, any of the closing of other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent and its Affiliates under this Agreement) incurred by itAgreement or any of the Loan Documents; provided, however, that no Lender Bank shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to claims, damages, losses, liabilities, costs or expenses resulting from the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own or its Affiliates’s gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally Bank agrees to reimburse the Agent and pro rata based on its respective Pro Rata Share, reimburse Agent Affiliates promptly upon demand for its ratable share of any costs or reasonable out-of-pocket expenses (including Lenders’ Expenses incurred after the closing including, without limitation, reasonable fees and expenses of the transactions contemplated by this Agreementcounsel) incurred by the Agent (in and its capacity as Agent, and not as a Lender) Affiliates in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, Agreement or any of the other Loan Document, or any document contemplated by or referred to hereinDocuments, to the extent that the Agent and its Affiliates is not reimbursed for such expenses by Company, but without limiting the obligation of Company to make such reimbursement. Each Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to the Agent and its Affiliates by the Banks pursuant to this Section, provided that, if the Agent or its Affiliates is subsequently reimbursed by the Company for such amounts, it shall refund to the Banks on behalf a pro rata basis the amount of Borrowerany excess reimbursement. The undertaking in If the indemnity furnished to the Agent and its Affiliates under this Section 13.7 shall survive shall, in the payment in full judgment of the ObligationsAgent, be insufficient or become impaired, the termination Agent may call for additional indemnity from the Banks and cease, or not commence, to take any action until such additional indemnity is furnished. Any amounts paid by the Banks hereunder to the Agent or its Affiliates shall be deemed to constitute part of this Agreement and the resignation of AgentIndebtedness hereunder.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Loan Party and without limiting the obligation of Borrower any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from been caused primarily by such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, it being agreed by all Lenders that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after Attorney Costs and costs and expenses in connection with the closing use of the transactions contemplated by IntraLinks, Inc. or other similar information transmission systems in connection with this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive termination of the Aggregate Revolving Commitments, the payment in full of the Obligations, the termination of this Agreement all other Obligations and the resignation of Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket out‑of‑pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated by claim or referred to hereinsuit brought against the Agent, to and/or the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerLenders arising under any Environmental Laws. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Credit Party and without limiting the obligation of Borrower any Credit Party to do so), ratably according to the respective principal amount of the Notes and Participations held by them (or, if no Notes or Participations are outstanding, ratably in accordance with their respective Applicable Commitment Percentages as then in effect), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted resulting from such Agent-Related Person’s own 's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and expenses of counsel for the transactions contemplated by this AgreementAgent and including the cost of internal counsel) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Documentdocument, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive continue in effect notwithstanding the payment in full of the Obligations, the termination of this Agreement Facility Termination Date and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Xxxxxx’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (each an “Indemnifiable Amount” and collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section 11.7, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses Protective Advances incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Financing Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the resignation of Agent.. The term “

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each the Agent-Related Person Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), and hold harmless each Agent-Related Person pro rata, from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including legal fees) of any kind or nature whatsoever which shall not include legal expenses may at any time (including at any time following the repayment of Agent the Loans, the termination of the Letters of Credit or the resignation or replacement of the Agent) be imposed on, incurred by or asserted against such Agent-Related Persons in connection with the closing any way relating to or arising out of this Agreement, or any Loan document, or any of the transactions contemplated hereby, or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding relating to or arising out of this Agreement) incurred by itAgreement or the Loans or the Letters of Credit or the use of the proceeds thereof, whether or not the Agent-Related Person so indemnified is a party thereto; provided, however, that the Lenders shall have no Lender shall be liable for the payment obligation hereunder to indemnify any Agent-Related Person under this Section 9.7 with respect to obligations resulting solely from the gross negligence or willful misconduct of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreementlegal fees) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement all obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Credit Party and without limiting the obligation of Borrower any Credit Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, howeverand provided further, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Agreement. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this AgreementAttorney Costs) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. Each Lender shall indemnify Agent and the other Lenders with respect to claims, liabilities, damages, costs, losses and expenses (including Attorney Costs) arising from or relating to the failure of such indemnifying Lender to satisfy its obligations under this Agreement and the other Loan Documents. The undertaking undertakings in this Section 13.7 shall survive termination of the Aggregate Commitment, the payment in full of the Obligations, the termination of this Agreement all other Obligations and the resignation of Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Banks shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Credit Party and without limiting the obligation of Borrower any Credit Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that (a) no Lender Bank shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconductmisconduct and (b) no Bank shall be liable for the payment of any portion of an Indemnified Liability pursuant to this Section unless such Indemnified Liability was incurred by the Agent-Related Person in its capacity as such or by another person acting for the Administrative Agent in such capacity; provided, however, that no action taken in accordance with the directions of the Required Lenders Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, Bank shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this AgreementAttorney Costs) incurred by the Administrative Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Credit Agreement, any other Loan Credit Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of Borrowerthe Borrowers. The undertaking in this Section 13.7 shall survive termination of the Commitments, the payment in full of the Obligations, the termination of this Agreement all other Obligations and the resignation of the Administrative Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting or expanding the obligation of Borrower to do soso pursuant to Section 13.2), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.714.8. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses Protective Advances incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Financing Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerBorrower and without limiting or expanding the obligation of Borrower to do so pursuant to this Agreement or any other Loan Document. The undertaking in this Section 13.7 14.8 shall survive the payment in full of the Obligations, the termination of this Agreement and the resignation of Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted resulting from such Agent-Related Person’s own 's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and costs of the transactions contemplated by this Agreementcounsel) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Credit Agreement, any other Loan Credit Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive termination of the 50 Commitments, the payment in full of the Obligations, the termination of this Agreement all Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Pro Rata Share, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Regardless of whether the transactions contemplated hereby by this Agreement and the other Loan Documents are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, agrees to indemnify upon demand each Agent-Related Person the Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender's respective Pro Rata Share, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a "Lender") in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent's gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction to have resulted from such Agentin a final, non-Related Person’s own gross negligence or willful misconduct; appealable judgment provided, however, that no action taken in accordance with the directions of the Required Requisite Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation limiting the generality of the foregoing, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and expenses of the transactions contemplated by this Agreementcounsel to the Agent) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender's respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a "Lender") in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent determined in a judgment by a court of competent jurisdiction to have resulted resulting from such the Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute 's gross negligence or willful misconduct for purposes or if the Agent fails to follow the written direction of this Section 13.7the Requisite Lenders unless such failure is pursuant to the advice of counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoing, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent's own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws, other Loan Document, or than any document contemplated by or referred to herein, such expenses to the extent resulting from the gross negligence or willful misconduct of the Agent. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or assertion that the Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Loan Party and without limiting the obligation of Borrower any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.79.07. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing fees, disbursements and other charges of the transactions contemplated by this Agreementcounsel) incurred by the Administrative Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. If any indemnity furnished to any Agent-Related Person for any purpose shall, in the opinion of such Agent-Related Person, be insufficient or become impaired, such Agent-Related Person may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent-Related Person against any Indemnified Liabilities in excess of such Lender’s Pro Rata Share thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent-Related Person against any Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct. The undertaking in this Section 13.7 9.07 shall survive termination of the Aggregate Commitments, the payment in full of the Obligations, the termination of this Agreement all other Obligations and the resignation of the Administrative Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Xxxxxx’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallXxxxxx agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated by claim or referred to hereinsuit brought against the Agent, to and/or the extent that Agent is not reimbursed for such expenses by or on behalf of BorrowerLenders arising under any Environmental Laws. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Regardless of whether the transactions contemplated hereby by this Agreement and the other Loan Documents are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, agrees to indemnify upon demand each Agent-Related Person the Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender's respective Pro Rata Share, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a "Lender") in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent's gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction to have resulted from such Agentin a final, non-Related Person’s own gross negligence or willful misconductappealable judgment; provided, however, that no action taken in accordance with the directions of the Required Requisite 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 13.7Section. Without limitation limiting the generality of the foregoing, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and expenses of the transactions contemplated by this Agreementcounsel to the Agent) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such expenses (including reasonable counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Advances and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall promptly share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender's respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Credit Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Credit Documents (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent's gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent's own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Credit Documents, any other Loan Documentsuit or action brought by the Agent to enforce the terms of the Credit Documents and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Credit Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Credit Party and without limiting the obligation of Borrower any Credit Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities claims, damages, losses, liabilities, costs, and expenses (which shall not include legal expenses including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Agent-Related Person, in each case arising out of Agent incurred or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the closing Loan Documents, any of the transactions contemplated by this Agreement) incurred by it; providedherein or the actual or proposed use of the proceeds of the Loans, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities except to the extent determined such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own 's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after reasonable attorneys fees and the closing allocated costs of the transactions contemplated by this Agreementinternal counsel) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Loan Agreement, any other Loan Document, or 95 any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive termination of the Commitments, the payment in full of the Obligations, the termination of this Agreement all Credit Party Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed unless such failure is pursuant to constitute gross negligence or willful misconduct for purposes the reasonable advice of this Section 13.7counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including reasonable counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred assertion that the Agent is not entitled to herein, full or partial indemnification hereunder upon receipt of an undertaking by the Agent that the Agent will reimburse the Lenders to the extent that it is actually and finally determined by a court of competent jurisdiction that the Agent is not reimbursed for such expenses by or on behalf of Borrowerso entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Regardless of whether the transactions contemplated hereby by this Agreement and the other Loan Documents are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, agrees to indemnify upon demand each Agent-Related Person the Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation obligation, if any, of the Borrower to do so)) pro rata in accordance with such Lender’s respective Pro Rata Share, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a “Lender”) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction to have resulted from such Agentin a final, non-Related Person’s own gross negligence or willful misconductappealable judgment; provided, however, that no action taken in accordance with the directions of the Required Requisite 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 13.7Section. Without limitation limiting the generality of the foregoing, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation, severally and pro rata based on its respective Pro Rata Shareif any, reimburse Agent of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and expenses of the transactions contemplated by this Agreementcounsel to the Agent) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Credit Party and without limiting the obligation of Borrower any Credit Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted resulting from such Agent-Related Person’s own 's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this AgreementAttorney Costs) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Credit Agreement, any other Loan Credit Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive termination of the Commitments, the payment in full of the Obligations, the termination of this Agreement all Credit Party Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Banks shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with liabilities indemnified by the closing of the transactions contemplated by this Agreement) incurred by itBorrower pursuant to Section 9.5; provided, however, provided that no Lender Bank shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities indemnified liabilities to the extent determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s 's own gross negligence or willful misconduct; provided, however, provided that no action taken in accordance with the directions of the Required Lenders Majority Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses Attorney Costs and the costs and expenses incurred after in connection with the closing use of the transactions contemplated by Intralinks, Inc. or other comparable information transmission systems in connection with this Agreement) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive termination of the Commitments, the payment in full of the Obligations, the termination of this Agreement all Obligations and the resignation of the Agent.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender's respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent's gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed unless such failure is pursuant to constitute gross negligence or willful misconduct for purposes the reasonable advice of this Section 13.7counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent's own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Pro Rata Share, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence, willful misconduct or breach of this Agreement as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share Pro Rata Share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender's respective Commitment Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, "Indemnifiable Amounts"); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent's gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent's own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so)) pro rata in accordance with such Lender’s respective Credit Percentage, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (which shall in its capacity as Agent but not include legal expenses of Agent incurred as a Lender) in connection with the closing any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction in a final, non-appealable judgment or if the Agent fails to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with follow the directions written direction of the Required Requisite Lenders shall be deemed (or all of the Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to constitute gross negligence or willful misconduct for purposes the Agent of this Section 13.7which advice the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender shallagrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), severally and pro rata based on its respective Pro Rata Share, reimburse Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing reasonable counsel fees of the transactions contemplated by this Agreementcounsel(s) of the Agent’s own choosing) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent, and/or the Lenders arising under any Environmental Laws. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of rights or responsibilities under, such Indemnifiable Amount pursuant to this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive the payment in full of the ObligationsSection, the termination of this Agreement and the resignation of AgentAgent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s 's own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this AgreementAttorney Costs) incurred by the Administrative Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Credit Agreement, any other Loan Credit Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive termination of the aggregate Commitments, the payment in full of the Obligations, the termination of this Agreement all other Obligations and the resignation of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata on a ratable basis based on its respective such Lender’s Pro Rata ShareShare of all of the Facilities, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower any Loan Party and without limiting the obligation of Borrower any Loan Party to do so), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.79.07; provided, further, that to the extent any L/C Issuer is entitled to indemnification under this Section 9.07 solely in its capacity and role as an L/C Issuer, only the Lenders shall be required to indemnify such L/C Issuer under this Section 9.07 (which indemnity shall be provided by such Lenders based upon their respective Pro Rata Share of the Facility). Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse Agent the Agents upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing fees, disbursements and other charges of the transactions contemplated by this Agreementcounsel) incurred by such Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is the Agents are not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 9.07 shall survive termination of the Aggregate Commitments, the payment in full of the Obligations, the termination of this Agreement all other Obligations and the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable.

Indemnification of Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of Borrower the Borrowers and without limiting the obligation of Borrower the Borrowers to do so) pro rata in accordance with such Lender's respective Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent incurred (in connection with the closing its capacity as Agent but not as a Lender) in any way relating to or arising out of the transactions Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by this Agreement) incurred by itthe Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from the Agent's gross negligence or willful misconduct as determined in a judgment by a court of competent jurisdiction to have resulted from such Agentin a final, non-Related Person’s own gross negligence or willful misconductappealable judgment; provided, howeverfurther, that no action taken in accordance with the directions of the Required Requisite 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 13.7Section. Without limitation limiting the generality of the foregoing, each Lender shall, severally agrees to reimburse the Agent (to the extent not reimbursed by the Borrowers and pro rata based on its respective Pro Rata Share, reimburse Agent without limiting the obligation of the Borrowers to do so) promptly upon demand for its ratable share of any costs or out-of-pocket out‑of‑pocket expenses (including Lenders’ Expenses incurred after the closing reasonable fees and expenses of the transactions contemplated by this Agreementcounsel to the Agent) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any document contemplated claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out‑of‑pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or referred to herein, to assertion that the extent that Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by or on behalf the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of Borrowercompetent jurisdiction that the Agent is not so entitled to indemnification. The undertaking agreements in this Section 13.7 shall survive the payment in full of the Obligations, Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement and Agreement. If the resignation Borrowers shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of Agentsuch Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower the Company and without limiting the obligation of Borrower the Company to do so), ratably according to their respective portions of the total Loans held on the date on which indemnification is sought, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, and provided further that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this AgreementAttorney Costs) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, Document or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of Borrowerthe Company. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement all other Obligations and the resignation of the Agent.

Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities claims, damages, losses, liabilities, costs, and expenses (which shall not include legal expenses including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Agent-Related Person, in each case arising out of Agent incurred or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the closing Credit Documents, any of the transactions contemplated by this Agreement) incurred by it; providedherein or the actual or proposed use of the proceeds of the Loans, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities except to the extent determined such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own 's breach of contract, gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute breach of contract, gross negligence or willful misconduct for purposes of this Section 13.7Section. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after reasonable attorneys fees and the closing allocated costs of the transactions contemplated by this Agreementinternal counsel) incurred by the Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Credit Agreement, any other Loan Credit Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 13.7 shall survive termination of the Commitments, the payment in full of the Obligations, the termination of this Agreement all Obligations hereunder and the resignation or replacement of the Agent.