Common use of Indemnification of Agent Clause in Contracts

Indemnification of Agent. To the extent the Agent is not reimbursed and indemnified by the Borrowers, each Revolving Lender and Term Lender will reimburse and indemnify the Agent, in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunder, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement. In addition, to the extent the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage of the total amount sought by the Agent, the numerator of which, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct.

Indemnification of Agent. To The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the BorrowersBorrower, each Revolving Lender and Term Lender will reimburse and indemnify the Agentbut without limiting any obligation of Borrower to make such reimbursement), in proportion ratably according to its voting percentage their respective Weighted Percentages, from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents or the transactions contemplated hereby or any action taken or omitted in good faith by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's ’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its 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 or any of the other Loan Documents, to the extent that the Agent 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. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. To The Banks agree to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the Borrowers, each Revolving Lender and Term Lender will reimburse and indemnify but without limiting any obligation of the AgentBorrowers to make such reimbursement), in proportion ratably according to its voting percentage their respective Percentages, from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender Bank shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's ’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent and its 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by the Borrowers but without limiting the obligation of the Borrowers 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 are subsequently reimbursed by the Borrowers for such amounts, they shall refund to the Banks 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, in the judgment of the Agent, be insufficient or become impaired, the 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 the Indebtedness hereunder.

Indemnification of Agent. To The Banks agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the BorrowersCompany, each Revolving Lender and Term Lender will reimburse and indemnify the Agentbut without limiting any obligation of Company to make such reimbursement), in proportion ratably according to its voting percentage their respective Percentages, from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) that no Bank or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT no Revolving Lender, Term Lender Company shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's ’s or its Affiliates’ gross negligence or willful misconduct. Without limitation of the foregoing, each Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent and its 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 or any of the other Loan Documents, 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 a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall, in the judgment of the Agent, be insufficient or become impaired, the 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 the Obligations.

Indemnification of Agent. To the extent the Agent is not promptly reimbursed and indemnified by the BorrowersBorrower, each Revolving Lender and Term Lender will reimburse and indemnify the Agent, in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunderPro Rata Share of the Liabilities, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement. In addition, to Agreement or the extent the acts or actions that Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal requested or instructed to a percentage of the total amount sought by the Agent, the numerator of which, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating take pursuant to or arising out of this Credit Agreement; PROVIDEDprovided, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' , obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's ’s gross negligence or willful misconduct. If any indemnity or Expense Advance furnished to Agent for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional indemnities or Expense Advances and cease to do, or not commence, the acts to be indemnified against or for which the Expense Advance is to cover, even if so directed by Requisite Lenders or all Lenders, as applicable, until such additional indemnification or Expense Advance is provided. The obligations of Lenders under this Section 11.7 shall survive the payment in full of the Liabilities and the termination of this Agreement. Agent is authorized and directed to set-off against and to deduct and retain sufficient amounts from the payments and amounts that it receives or collects under this Agreement or the other Loan Documents (including any amounts that Agent receives from collections of proceeds of Collateral of Borrower received by Agent) to reimburse Agent for any costs and expenses incurred by Agent to which Agent is entitled to reimbursement pursuant to the terms of this Agreement or the other Loan Documents or to reimburse Agent for any such indemnified obligations, costs and expenses, all prior to distributions to Lenders.

Indemnification of Agent. To The Banks agree to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the Borrowers, but without limiting any obligation of each Revolving Lender and Term Lender will reimburse and indemnify the AgentBorrower to make such reimbursement), in proportion ratably according to its voting percentage their respective Percentages, from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which (including, without limitation, reasonable fees and disbursements of counsel) that may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to or any of the extent other Loan Documents, or the transactions contemplated hereby, or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender Bank shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's ’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent and its 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates are not reimbursed for such expenses by Borrowers but without limiting the obligation of Borrowers 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 Borrowers for such amounts, it shall refund to the Banks 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, in the judgment of the Agent, be insufficient or become impaired, the 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 the Indebtedness hereunder.

Indemnification of Agent. To the extent the Agent is not reimbursed and indemnified by the BorrowersEach Lender agrees to indemnify, each Revolving Lender and Term Lender will defend, reimburse and indemnify hold the Agent, the Servicer and their respective officers, directors, employees and consultants harmless (to the extent not reimbursed by Borrower or any Guarantor), in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunderaccordance with such Lender’s Pro Rata Interest, for any and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by by, or asserted against the Agent in performing its duties hereunderAgent, as agent, or the Servicer in any way relating to or arising out of this Credit Agreement. In additionthe Loans, to the extent or any action taken or omitted by the Agent is not reimbursed under this Agreement or the other Loan Documents or the Servicer under the Servicing Agreement and indemnified shall make payment with respect thereto within ten (10) Business Days of a request therefor by the BorrowersAgent or Servicer, provided that the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage of the total amount sought by the Agent, the numerator of which, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT no Revolving Lender, Term Lender Lenders shall not be liable for any portion of such liabilities' , obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from, related to or arising from the Agent's breach of the this Agreement by the Agent (or with respect to the Servicer, breach of the Servicing Agreement by the Servicer) or from the gross negligence or willful misconductmisconduct of the Agent or the Servicer, as the case may be, as determined by a final judgment of a court of competent jurisdiction. The Agent shall be entitled to deduct from any payments to be made to the Lenders under this Agreement, and to retain, amounts due the Agent as reimbursement hereunder provided that the Agent shall have first delivered to the Lenders thirty (30) days prior written notice of such amounts and the circumstances giving rise thereto, and the Lenders have not paid such amounts. The Agent shall make commercially reasonable attempts to collect such amounts from Borrower and the Guarantors. If the Agent receives payment of any amount referred to in this Section 22.9 from the Borrower or any third party after a Lender has reimbursed the Agent for such amount, the Agent shall promptly return the amount of the reimbursement to such Lender. Any loss, cost, liability or expense occasioned solely by the conduct of any one of the Lenders shall be borne solely by such party causing such loss, cost, liability or expense and such party shall indemnify, defend and hold the other Lenders harmless against any and all such losses, costs and liabilities and expenses (including, but not limited to, reasonable attorneys’ fees, costs and expenses) sustained or incurred by the other Lenders as a result thereof.

Indemnification of Agent. To The Banks agree to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the BorrowersLoan Parties, each Revolving Lender and Term Lender will reimburse and indemnify but without limiting any obligation of the AgentLoan Parties to make such reimbursement), in proportion ratably according to its voting percentage their respective Percentages, from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including, without limitation, fees and disbursements of counsel) which may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender Bank shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's or its Affiliates's gross negligence or willful misconduct. Without limitation of the foregoing, each Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any out-of-pocket expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent and its 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates is not reimbursed for such expenses by the Loan Parties, but without limiting the obligation of the Loan Parties 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 Loan Parties for such amounts, it shall refund to the Banks 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, in the judgment of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity from the Banks and cease, or not commence, to take any action until such additional indemnity is furnished.

Indemnification of Agent. To The Banks agree to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the Borrowers, each Revolving Lender and Term Lender will reimburse and indemnify but without limiting any obligation of the AgentBorrowers to make such reimbursement), in proportion ratably according to its voting percentage their respective Percentages, from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender Bank shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's or its Affiliates's gross negligence or willful misconduct. Without limitation of the foregoing, each Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent and its 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates is not reimbursed for such expenses by the Borrowers, but without limiting the obligation of the Borrowers 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 Borrowers for such amounts, it shall refund to the Banks 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, in the judgment of the Agent, be insufficient or become impaired, the 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 the Indebtedness hereunder.

Indemnification of Agent. To The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the BorrowersXxxxxxxx, each but without limiting any obligation of Borrower to make such reimbursement), ratably according to their respective Revolving Lender and Term Lender will reimburse and indemnify the AgentCredit Percentages, in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements 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 by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's ’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, 4854-1287-6893.v9 reasonable fees and expenses of house and outside counsel) incurred by the Agent and its 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 or any of the other Loan Documents, to the extent that the Agent 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. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. To The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the BorrowersBorrower, each Revolving Lender and Term Lender will reimburse and indemnify the Agentbut without limiting any obligation of Borrower to make such reimbursement), in proportion ratably according to its voting percentage their respective Weighted Percentages, from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature 98 whatsoever (including, without limitation, reasonable fees and expenses of house and outside counsel) which may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's ’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its 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 or any of the other Loan Documents, to the extent that the Agent 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. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. To Each Lender agrees to indemnify Agent, Issuing Bank and Swingline Lender (to the extent the Agent is not reimbursed by Borrower and indemnified by without limiting the Borrowersobligation of Borrower to do so) pro rata in accordance with such Lender's respective Commitment relative to the aggregate amount of all such Commitments, each Revolving Lender and Term Lender will reimburse and indemnify the Agent, in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by by, or asserted against the Agent Agent, Issuing Bank or Swingline Lender (in performing its duties hereunder, such capacity but not as a Lender) in any way relating to or arising out of this Credit Agreement. In additionthe Loan Documents, to the extent the Agent is not reimbursed and indemnified any transaction contemplated hereby or thereby or any action taken or omitted by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage of Issuing Bank or Swingline Lender under the total amount sought by the AgentLoan Documents (collectively, the numerator of which"Indemnifiable Amounts"); provided, is the amount of the Overadvance Term Loan at such time and the denominator of whichhowever, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent's, Issuing Bank's or Swingline Lender's gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final judgment or if the Agent fails to follow the written direction of Required Lenders (or all Lenders if expressly required hereunder) unless such failure results from Agent, Issuing Bank or Swingline Lender following the advice of its counsel of which advice Lenders have received notice. Without limiting the generality of the foregoing but subject to the preceding proviso, each Lender agrees to reimburse Agent, Issuing Bank and Swingline Lender (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 out-of-pocket expenses (including reasonable counsel fees of the counsel(s) of Agent's own choosing) incurred by Agent in connection with the preparation, negotiation, execution, or enforcement of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by Agent, Issuing Bank or Swingline Lender to enforce the terms of the Loan Documents and/or collect any Obligations, any "lender liability" suit or claim brought against Agent, Issuing Bank, Swingline Lenders and/or Lenders, and any claim or suit brought against Agent, Issuing Bank, Swingline Lenders 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, Issuing Bank or Swingline Lender notwithstanding any claim or assertion that such Person is not entitled to indemnification hereunder upon receipt of an undertaking by Agent, Issuing Bank or Swingline Lender, respectively, that such Person will reimburse Lenders if it is actually and finally determined by a court of competent jurisdiction that it is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Credit Agreement. If Borrower shall reimburse Agent, Issuing Bank or Swingline Lender for any Indemnifiable Amount following payment by any Lender to such Person in respect of such Indemnifiable Amount pursuant to this Section, then Agent, Issuing Bank or Swingline Lender, as applicable, shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. To Each Lender agrees to indemnify the Agent (to the extent the Agent is not reimbursed and indemnified by the BorrowersBorrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender's respective Commitment Percentage, each Revolving Lender and Term Lender will reimburse and indemnify the Agent, in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by by, or asserted against the Agent (in performing its duties hereunder, capacity as Agent but not as a Lender) in any way relating to or arising out of this Credit Agreement. In additionthe Loan Documents, to the extent any transaction contemplated hereby or thereby or any action taken or omitted by the Agent is not reimbursed and indemnified by under the BorrowersLoan Documents (collectively, the Overadvance Term Lender will reimburse and indemnify the Agent"Indemnifiable Amounts"); provided, in an amount equal to a percentage of the total amount sought by the Agenthowever, the numerator of which, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent's gross negligence or willful misconductmisconduct or if the Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limiting the generality of the foregoing but subject to the preceding proviso, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees of the counsel(s) of the Agent's own choosing) incurred by the Agent in connection with the preparation, negotiation, execution, or enforcement 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. 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 assertion that the Agent is not entitled to 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 so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such 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. To The Banks agree to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the BorrowersCompany, each Revolving Lender and Term Lender will reimburse and indemnify the Agentbut without limiting any obligation of Company to make such reimbursement), in proportion ratably according to its voting percentage their respective Percentages, from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender Bank shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's or its Affiliates's gross negligence or willful misconduct. Without limitation of the foregoing, each Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent and its 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 or any of the other Loan Documents, 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 a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall, in the judgment of the Agent, be insufficient or become impaired, the 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 the Indebtedness hereunder.

Indemnification of Agent. To The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the BorrowersBorrower, each but without limiting any obligation of Borrower to make such reimbursement), ratably according to their respective Revolving Lender and Term Lender will reimburse and indemnify the AgentCredit Percentages, in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of in-house and outside counsel) which may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that 81 no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's or its Affiliate's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its 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 or any of the other Loan Documents, to the extent that the Agent 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. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. To Whether or not the transactions contemplated hereby are consummated, the Lenders 43 shall indemnify upon demand the Agent-Related Persons (to the extent the Agent is not reimbursed by or on behalf of the Company and indemnified by without limiting the Borrowersobligation of the Company to do so), each Revolving Lender and Term Lender will reimburse and indemnify the Agentpro rata, in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including counsel all fees and disbursementsdisbursements of any law firm or other external counsel, the allocated cost of internal legal services and disbursements of internal counsel) or disbursements of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans or the termination of the Commitments and the termination, resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, any such Agent-Related Person in any way relating to or arising out of this Credit Agreement. In additionAgreement or any document contemplated by or referred to herein, to or the extent the Agent is not reimbursed and indemnified transactions contemplated hereby, or any action taken or omitted by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the any such Agent, -Related Person under or in an amount equal to a percentage connection with any of the total amount sought by the Agentforegoing, the numerator of whichincluding with respect to any investigation, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses litigation or proceeding (including counsel fees and disbursementsany insolvency proceeding or appellate proceeding) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating related to or arising out of this Credit AgreementAgreement or the Loans or the use of the proceeds thereof, whether or not any such indemnified Agent-Related Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); PROVIDEDprovided, THAT however, that no Revolving Lender, Term Lender shall be liable for the payment to the Agent- Related Persons of any portion of such liabilities' obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnified Liabilities resulting solely from the Agentsuch Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys' fees and disbursements and the allocated costs of staff counsel) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other 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 Company. The undertaking in this Section shall survive the payment of the Loans, cancellation of the Notes and any termination of the Commitments or this Agreement and the resignation or replacement of the Agent.

Indemnification of Agent. To The Banks agree to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the BorrowersCompany, each Revolving Lender and Term Lender will reimburse and indemnify the Agentbut without limiting any obligation of Company to make such reimbursement), in proportion ratably according to its voting percentage their respective Percentages, from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents, any Subordination Agreement or the transactions contemplated hereby or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowersits Affiliates under this Agreement, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage any of the total amount sought by the Agent, the numerator of which, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) Documents or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Subordination Agreement; PROVIDEDprovided, THAT however, that no Revolving Lender, Term Lender Bank shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's or its Affiliate's gross negligence or willful misconduct. Without limitation of the foregoing, each Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent and its 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, any of the other Loan Documents or any Subordination Agreement, 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 a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall, in the judgment of the Agent, be insufficient or become impaired, the 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 the Indebtedness hereunder.

Indemnification of Agent. To The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the Borrowers, each Revolving Lender and Term Lender will reimburse and indemnify the Agentbut without limiting any obligation of Borrowers to make such reimbursement), in proportion ratably according to its voting percentage their respective Percentages, from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of in-house and outside counsel) which may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's ’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of in-house and outside counsel) incurred by the Agent and its 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 or any of the other Loan Documents, to the extent that the Agent 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 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. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. To Each Lender agrees to indemnify the Agent (to the extent the Agent is not reimbursed and indemnified by the BorrowersBorrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), each Revolving Lender and Term Lender will reimburse and indemnify the Agent, in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable out-of-pocket costs and expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by by, or asserted against the Agent (in performing its duties hereunder, capacity as Agent but not as a Lender) in any way relating to or arising out of this Credit Agreement. In additionthe Loan Documents, to the extent any transaction contemplated hereby or thereby or any action taken or omitted by the Agent is not reimbursed and indemnified by under the BorrowersLoan Documents (collectively, the Overadvance Term Lender will reimburse and indemnify the Agent“Indemnifiable Amounts”); provided, in an amount equal to a percentage of the total amount sought by the Agenthowever, the numerator of which, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent's ’s gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable 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. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Agent) incurred by the Agent in connection with the preparation, negotiation, execution, administration, 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. 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 agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such 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. To Each Lender agrees to indemnify the Agent (to the extent the Agent is not reimbursed and indemnified by the BorrowersBorrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Commitment Percentage, each Revolving Lender and Term Lender will reimburse and indemnify the Agent, in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by by, or asserted against the Agent (in performing its duties hereunder, capacity as Agent but not as a Lender) in any way relating to or arising out of this Credit Agreement. In additionthe Loan Documents, to the extent any transaction contemplated hereby or thereby or any action taken or omitted by the Agent is not reimbursed and indemnified by under the BorrowersLoan Documents (collectively, the Overadvance Term Lender will reimburse and indemnify the Agent“Indemnifiable Amounts”); provided, in an amount equal to a percentage of the total amount sought by the Agenthowever, the numerator of which, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent's ’s gross negligence or willful misconductmisconduct or if the Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limiting the generality of the foregoing but subject to the preceding proviso, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees of the counsel(s) of the Agent’s own choosing) incurred by the Agent in connection with the preparation, negotiation, execution, or enforcement 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. 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 agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such 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. To The Banks agree to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the BorrowersCompany, each Revolving Lender and Term Lender will reimburse and indemnify the Agentbut without limiting any obligation of Company to make such reimbursement), in proportion ratably according to its voting percentage their respective Percentages, from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) that no Bank or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT no Revolving Lender, Term Lender Company shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's or its Affiliates' gross negligence or willful misconduct. Without limitation of the foregoing, each Bank agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent and its 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 or any of the other Loan Documents, 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 a pro rata basis the amount of any excess reimbursement. If the indemnity furnished to the Agent and its Affiliates under this Section shall, in the judgment of the Agent, be insufficient or become impaired, the 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 the Obligations.

Indemnification of Agent. To Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the BorrowersBorrower, each Revolving Lender and Term Lender will reimburse and indemnify the Agentbut without limiting any obligation of Borrower to make such reimbursement), in proportion ratably according to its voting percentage their respective Percentages, from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to the extent the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage any of the total amount sought other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent, the numerator of which, is the amount Agent and its Affiliates under this Agreement or any of the Overadvance Term Loan at such time and the denominator of whichDocuments; provided, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such timehowever, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's ’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by Agent and its 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 or any of the other Loan Documents, to the extent that Agent 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 Agent and its Affiliates promptly upon demand for its ratable share of any amounts owing to Agent and its Affiliates by Lenders pursuant to this Section, provided that, if Agent or its Affiliates are subsequently reimbursed by Borrower for such amounts, they shall refund to Lenders on a pro rata basis the amount of any excess reimbursement. Any amounts paid by Lenders hereunder to Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. To Each Lender agrees to indemnify the Agent (to the extent the Agent is not reimbursed and indemnified by the BorrowersBorrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender's respective Commitment Percentage, each Revolving Lender and Term Lender will reimburse and indemnify the Agent, in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by by, or asserted against the Agent (in performing its duties hereunder, capacity as Agent but not as a Lender) in any way relating to or arising out of this Credit Agreement. In additionthe Loan Documents, to the extent any transaction contemplated hereby or thereby or any action taken or omitted by the Agent is not reimbursed and indemnified by under the BorrowersLoan Documents (collectively, the Overadvance Term Lender will reimburse and indemnify the Agent"Indemnifiable Amounts"); provided, in an amount equal to a percentage of the total amount sought by the Agenthowever, the numerator of which, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent's gross negligence or willful misconductmisconduct or if the Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limiting the generality of the foregoing but subject to the preceding proviso, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees of the counsel(s) of the Agent's own choosing) incurred by the Agent in connection with the preparation, negotiation, execution, or enforcement 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. 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 agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such 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. To The Lenders agree to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the BorrowersCompany, each Revolving Lender and Term Lender will reimburse and indemnify but without limiting any obligation of the AgentCompany to make such reimbursement), in proportion ratably according to its voting percentage their respective Percentages, from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's ’s or its Affiliate’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent and its 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 or any of the other Loan Documents, to the extent that the Agent and its Affiliates is not reimbursed for such expenses by the Company, but without limiting the obligation of the Company 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 is subsequently reimbursed by the Company for such amounts, it 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, in the judgment of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity from the Lenders and cease, or not commence, to take any action until such additional indemnity is furnished. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. To The Lenders agree (which agreement shall survive the expiration or termination of this Agreement) to indemnify the Agent and its Affiliates (to the extent the Agent is not reimbursed and indemnified by the BorrowersBorrower, each but without limiting any obligation of Borrower to make such reimbursement), ratably according to their respective Revolving Lender and Term Lender will reimburse and indemnify the AgentCredit Percentages, in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses (including counsel fees and disbursements) or disbursements 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 by, or asserted against the Agent in performing and its duties hereunder, Affiliates in any way relating to or arising out of this Credit Agreement. In addition, to any of the extent other Loan Documents or the transactions contemplated hereby or any action taken or omitted by the Agent is not reimbursed and indemnified by the Borrowers, the Overadvance Term Lender will reimburse and indemnify the Agent, in an amount equal to a percentage its Affiliates under this Agreement or any of the total amount sought by the AgentLoan Documents; provided, the numerator of whichhowever, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligationsclaims, damages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, costs or expenses or disbursements resulting from the Agent's or its Affiliate's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of house and outside counsel) incurred by the Agent and its 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 or any of the other Loan Documents, to the extent that the Agent 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. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates shall be deemed to constitute part of the Indebtedness hereunder.

Indemnification of Agent. To Each Lender agrees to indemnify the Agent (to the extent the Agent is not reimbursed and indemnified by the BorrowersBorrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Commitment Percentage, each Revolving Lender and Term Lender will reimburse and indemnify the Agent, in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by by, or asserted against the Agent (in performing its duties hereunder, capacity as Agent but not as a Lender) in any way relating to or arising out of this Credit Agreement. In additionthe Loan Documents, to the extent any transaction contemplated hereby or thereby or any action taken or omitted by the Agent is not reimbursed and indemnified by under the BorrowersLoan Documents (collectively, the Overadvance Term Lender will reimburse and indemnify the Agent“Indemnifiable Amounts”); provided, in an amount equal to a percentage of the total amount sought by the Agenthowever, the numerator of which, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent's ’s gross negligence or willful misconductmisconduct or if the Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limiting the generality of the foregoing but subject to the preceding provision, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees of the counsel(s) of the Agent’s own choosing) incurred by the Agent in connection with the preparation, negotiation, execution, administration or enforcement of, or legal advice with respect to the rights or responsibilities of the parties A/75663178.5 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. 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 agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such 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. To Each Lender agrees to indemnify the Agent (to the extent the Agent is not reimbursed and indemnified by the BorrowersBorrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender's respective Commitment Percentage, each Revolving Lender and Term Lender will reimburse and indemnify the Agent, in proportion to its voting percentage from time to time as a Revolving Lender and Term Lender hereunder, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by by, or asserted against the Agent (in performing its duties hereunder, capacity as Agent but not as a "Lender") in any way relating to or arising out of this Credit Agreement. In additionthe Loan Documents, to the extent any transaction contemplated hereby or thereby or any action taken or omitted by the Agent is not reimbursed and indemnified by under the BorrowersLoan Documents (collectively, the Overadvance Term Lender will reimburse and indemnify the Agent"Indemnifiable Amounts"); provided, in an amount equal to a percentage of the total amount sought by the Agenthowever, the numerator of which, is the amount of the Overadvance Term Loan at such time and the denominator of which, is the amount of the Overadvance Term Loan at such time plus the amount of the Revolving Commitments and the Term Loans at such time, for and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement; PROVIDED, THAT that no Revolving Lender, Term Lender shall be liable for any portion of such liabilities' obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent's gross negligence or willful misconductmisconduct or if the Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the advice of counsel of which the Lenders have received notice. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees of the counsel(s) of the Agent's own choosing) incurred by the Agent in connection with the preparation, execution, administration, or enforcement 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, to the extent that the Agent is not reimbursed for such expenses by 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 agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.