Common use of Reimbursement and Indemnification Clause in Contracts

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian Agent) agrees to (a) reimburse each Agent and the Canadian Agent for such Secured Party’s Commitment Percentage of (i) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (ii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (b) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents and the Canadian AgentAgents) agrees to (ai) reimburse each Agent and the Canadian Agent Agents for such Secured Credit Party’s Commitment Percentage of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Credit Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Credit Party in its capacity as such. The provisions of this SECTION 8.09 8.08 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party of the Lenders agrees (other than i) to reimburse the Agents and the Canadian Agent) agrees to (a) reimburse each Administrative Agent and the Canadian Agent for such Secured Party’s Commitment Percentage Lender's Pro Rata Share of (i) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by or on behalf of the Loan PartiesBorrower, and (ii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (b) indemnify and hold harmless each Agent and the Canadian Administrative Agent and any of its respective directors, officers, employees, or agents, on demand, in accordance with such Lender's Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any Completion Guaranty, the Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under any Completion Guaranty, the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrowers or any other Credit Party (except such as shall result from its gross negligence or willful misconduct), (iii) in the case of the U.S. Lenders only, to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of the issuance of any Letters of Credit or the failure to issue Letters of Credit if such Secured Party’s Commitment failure or issuance was at the direction of the Required Revolving Credit Lenders (except as shall result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as applicable, (iv) in the case of the Canadian Dollar Lenders only, to indemnify and hold harmless the Canadian Agent and any of its directors, officers, employees, or Canadian Agents, on demand, in accordance with each Lender's Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of Borrowers or any suit initiated by each Agent or the Canadian Agent against any Secured other Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the its gross negligence or willful misconduct of such misconduct). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent, the Canadian Agent or the Issuing Bank from a Credit Party, the Administrative Agent or the Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against will promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive previously paid indemnity payments to the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the CommitmentsLenders.

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian Agent) Lender agrees to (a) to reimburse (x) each Agent and the Canadian each Co-Borrowing Base Agent (in such capacities and not solely as a Lender) for such Secured PartyLender’s Commitment Percentage of (i) any expenses and fees incurred by any such Agent or the Canadian Co-Borrowing Base Agent for the benefit of the Secured Parties Lenders or any Issuing Bank under this Agreement Agreement, the Notes and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders or the Issuing Banks, and any other expense incurred in connection with the operations or enforcement thereof in each case not reimbursed by the Loan Parties, Parties and (iiy) each Agent and each Co-Borrowing Base Agent (in such capacities and not solely as a Lender) for such Lender’s Commitment Percentage of any expenses of any such Agent or the Canadian Co-Borrowing Base Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Banks that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document SECTION 9.3 and have failed to so reimburse, reimburse and (b) to indemnify and hold harmless each Agent and the Canadian each Co-Borrowing Base Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement Agreement, the Notes or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agent or Canadian Agentmisconduct); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents and the Canadian AgentAgents) agrees to (ai) reimburse each Agent and the Canadian Agent Agents for such Secured Credit Party’s Revolving Commitment Percentage, FILO Percentage or ABL Term Loan Percentage, as applicable, of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Credit Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s Revolving Commitment Percentage, FILO Percentage or ABL Term Loan Percentage, as applicable, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Credit Party in its capacity as such. The provisions of this SECTION 8.09 8.08 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the CommitmentsPayment in Full.

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian Agent) agrees to (a) reimburse each Agent and the Canadian Agent for such Secured PartyPartyLender’s Commitment CommitmentPro Rata Percentage of (i) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (ii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (b) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyPartyLender’s Commitment CommitmentPro Rata Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian AgentAgents) agrees to (ai) reimburse each Agent and the Canadian Agent Agents for such Secured Party’s pro rata share of outstanding Obligations held by such Secured Party (or, in the case of any Lender that has assigned its Commitments pursuant to SECTIONSection 9.04 hereof where the applicable assignee has not ratably assumed such Lender'’s obligations under this SECTIONSection 8.08 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender'’s Commitment Percentage prior to such assignment) of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment PercentagePercentage (or, in the case of any Lender that has assigned its Commitments pursuant to SECTIONSection 9.04 hereof where the applicable assignee has not ratably assumed such Lender'’s obligations under this SECTIONSection 8.08 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender'’s Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or DB1/ 98023701.7 willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 SECTIONSection 8.08 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the CommitmentsCommitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTIONSection 9.04 hereof where the applicable assignee has not ratably assumed such Lender'’s obligations under this SECTIONSection 8.08 with respect to acts or omissions that occurred prior to such assignment, with respect to events which have occurred prior to any such assignment.

Reimbursement and Indemnification. Each Secured Party Lender agrees (other than the Agents and the Canadian Agenti) agrees to reimburse (ax) reimburse each Agent and the Canadian Agent for such Secured Party’s Lender's Commitment Percentage of (i) any expenses and fees incurred by any Agent or the Canadian such Agent for the benefit of the Secured Parties Lenders, the Co-Agents or the Issuing Bank under this Agreement Agreement, the Notes and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, the Co-Agents or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Borrower or the other Credit Parties and (iiy) each Agent for such Lender's Commitment Percentage of any expenses of any Agent or the Canadian such Agent incurred for the benefit of the Secured Parties Lenders, the Co-Agents or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.05 and have has failed to so reimburse, reimburse and (bii) to indemnify and hold harmless each Agent and the Canadian Agent Agents and any of its respective their directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Lender's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement Agreement, the Notes or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent Borrower or the Canadian Agent against any Secured Party other Credit Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agent or Canadian Agentmisconduct); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than of the Agents and the Canadian Agent) Lenders agrees to (a) reimburse each Agent and the Canadian Agent for such Secured Party’s Commitment Percentage of (i) to reimburse the Administrative Agent, the Sole Lead Arranger and/or the Issuing Bank for such Lender's pro rata share of any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents agents, employees, financial advisors and employees other professionals paid for services rendered on behalf of the Secured PartiesAdministrative Agent, the Issuing Bank or the Lenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by or on behalf of the Loan Parties, Borrower and (ii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (b) indemnify and hold harmless each Agent and the Canadian Agent Administrative Agent, the Sole Lead Arranger and/or the Issuing Bank and any of its their respective directors, officers, employees, or agents, on demand, in the amount of accordance with such Secured Party’s Commitment Lender's Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesexpenses or disbursements (including reasonable attorneys' fees and disbursements) of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any of the Fundamental Documents or any related agreement or document, or any action taken or omitted to be taken by it or any of them under any of the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrower or any other Credit Party (except such as shall result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as applicable) and (iii) to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Revolving Credit Loan Percentage share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs issuance of any suit initiated by each Agent Letters of Credit or the Canadian Agent against any Secured Party failure to issue Letters of Credit (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agent the Person to be reimbursed, indemnified or Canadian held harmless, as applicable). If any indemnity furnished to the Administrative Agent); provided that , the unreimbursed expense Sole Lead Arranger or indemnified lossthe Issuing Bank for any purpose shall, claimin the opinion of the Administrative Agent, damage, liability the Sole Arranger or related expensethe Issuing Bank, as the case may be, was incurred by be insufficient or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligationsbecome impaired, the Other LiabilitiesAdministrative Agent, the Canadian Liabilities Sole Lead Arranger or the Issuing Bank, as the case may be, may call for additional indemnity and cease, or not commence, to do the termination acts indemnified against until such additional indemnity is furnished; provided, that in no event shall this sentence require any Lender to indemnify the Administrative Agent, the Sole Lead Arranger or the Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender's pro rata share thereof. To the Commitments.extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent, the Sole Lead Arrangers or the Issuing Bank from a Credit Party, the Administrative Agent, the Sole Lead Arrangers or the Issuing Bank, as applicable, will promptly refund such previously paid indemnity payments to the Lenders. 106

Reimbursement and Indemnification. Each Secured Party (other than the Agents Administrative Agent and the Canadian Collateral Agent) severally agrees to (ai) reimburse each the Administrative Agent and the Canadian Collateral Agent for in the amount of such Secured PartyAgent’s Commitment Percentage (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment) of (ix) any expenses and fees incurred by any Agent or the Canadian such Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations operation or enforcement thereof thereof, in each case to the extent not previously reimbursed by the Loan Parties, and (iiy) any expenses of any Agent or the Canadian such Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (bii) indemnify and hold harmless each Agent and the Canadian such Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment PercentagePercentage (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated either by each Agent or the Canadian such Agent against any Secured Party or against such Agent or Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment or assignment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the CommitmentsCommitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, with respect to events which have occurred prior to any such assignment.

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents and the Canadian AgentAgents) agrees to (ai) reimburse each Agent the Agents and the Canadian Agent their Affiliates for such Secured Credit Party’s Commitment 's Applicable Percentage of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Credit Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective Affiliates, directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s Commitment 's Applicable Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian any Agent against any Secured Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Credit Party in its capacity as such. The provisions of this SECTION 8.09 Section 8.07 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than Without limiting the Agents and the Canadian Agent) Loan Parties’ obligations hereunder, each Lender agrees to (a) to reimburse (i) each Agent and the Canadian Agent for such Secured PartyLender’s Commitment Percentage of (i) any expenses and fees incurred by any Agent or the Canadian such Agent for the benefit of the Secured Parties Lenders or the Issuing Bank under this Agreement Agreement, the Notes and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (ii) each Agent for such Lender’s Commitment Percentage of any expenses of any Agent or the Canadian such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.03 and have has failed to so reimburse, reimburse and (b) to indemnify and hold harmless each Agent and the Canadian Agent Agents and any of its respective their directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement Agreement, the Notes or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.138

Reimbursement and Indemnification. Each Secured Party (other than of the Agents and the Canadian Agent) Lenders agrees to (a) reimburse each Agent and the Canadian Agent for such Secured Party’s Commitment Percentage of (i) to reimburse the Administrative Agent, the Co-Lead Arrangers and/or the Issuing Bank for such Lender's pro rata share of any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents agents, employees, financial advisors and employees other professionals paid for services rendered on behalf of the Secured PartiesAgents, the Issuing Bank or the Lenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by or on behalf of the Loan Parties, Borrower and (ii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (b) indemnify and hold harmless each Agent and the Canadian Agent Administrative Agent, the Co-Lead Arrangers and/or the Issuing Bank and any of its their respective directors, officers, employees, or agents, on demand, in the amount of accordance with such Secured Party’s Commitment Lender's Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesexpenses or disbursements (including reasonable attorneys' fees and disbursements) of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any of the Fundamental Documents or any related agreement or document, or any action taken or omitted to be taken by it or any of them under any of the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrower or any other Credit Party (except such as shall result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as applicable) and (iii) to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Revolving Credit Percentage share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs issuance of any suit initiated by each Agent Letters of Credit or the Canadian Agent against any Secured Party failure to issue Letters of Credit (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as applicable). If any indemnity furnished to any Agent, any Co-Lead Arranger or the Issuing Bank for any purpose shall, in the opinion of such Agent Agent, Co-Lead Arranger or Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expenseIssuing Bank, as the case may be, was incurred be insufficient or become impaired, such Agent, Co-Lead Arranger or the Issuing Bank, as the case may be, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, that in no event shall this sentence require any Lender to indemnify any Agent, any Co-Lead Arranger or the Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender's pro rata share thereof. To the extent indemnification payments made by or asserted against such Secured Party in its capacity as such. The provisions of the Lenders pursuant to this SECTION 8.09 shall survive Section 12.6 are subsequently recovered by the repayment of the ObligationsAdministrative Agent, the Other LiabilitiesCo-Lead Arrangers or the Issuing Bank from a Credit Party, the Canadian Liabilities and Administrative Agent, the termination of Co-Lead Arrangers or the CommitmentsIssuing Bank, as applicable, will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Secured Party Lender agrees (other than i) to reimburse the Agents and the Canadian Agent) agrees to (a) reimburse each Agent and the Canadian Agent for such Secured Party’s Commitment Percentage Lend▇▇'▇ ▇ercentage of (i) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties Lenders under this Agreement and the Fundamental Documents for which the Agent is entitled to seek reimbursement from any Credit Party but which has not actually been reimbursed by or on behalf of the other Loan Documentsany Credit Party, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by or upon behalf of the Loan PartiesBorrower, and (ii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (b) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement or any Completion Guaranty for an item of Product, the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement any Completion Guaranty for an item of Product, the Fundamental Documents or any of the other Loan Documents related agreement or document, to the extent not reimbursed by a Credit Party and (iii) in the Loan Partiescase of only those Lenders holding Revolving Credit Commitments, includingto indemnify and hold harmless the Issuing Bank and any of its directors, without limitationofficers, employees, or agents, on demand, in the amount of its Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any suit initiated by each Agent kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of the issuance of any Letters of Credit or the Canadian Agent against any Secured Party failure to issue Letters of Credit if such failure or issuance was at the direction of Required Lenders holding at least 66-2/3% of the Revolving Credit Commitments (except such in the case of clause (i), (ii) or (iii) above, as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Agent the Person to be reimbursed, indemnified or Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expenseheld harmless, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitmentsapplicable).

Reimbursement and Indemnification. Each Secured Party (other than of the Agents and the Canadian Agent) Lenders agrees to (a) reimburse each Agent and the Canadian Agent for such Secured Party’s Commitment Percentage of (i) to reimburse the Administrative Agent, the Collateral Agent and/or the Issuing Bank for such Lender's pro rata share of any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents agents, employees, financial advisors and employees other professionals paid for services rendered on behalf of the Secured PartiesAgents, the Issuing Bank or the Lenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by or on behalf of the Loan Parties, Borrower and (ii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (b) indemnify and hold harmless each the Administrative Agent, the Collateral Agent and and/or the Canadian Agent Issuing Bank and any of its their respective directors, officers, employees, or agents, on demand, in the amount of accordance with such Secured Party’s Commitment Lender's Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesexpenses or disbursements (including reasonable attorneys' fees and disbursements) of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any of the Fundamental Documents or any related agreement or document, or any action taken or omitted to be taken by it or any of them under any of the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrower or any other Credit Party (except such as shall result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as applicable) and (iii) to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Percentage share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs issuance of any suit initiated by each Agent Letters of Credit or the Canadian Agent against any Secured Party failure to issue Letters of Credit (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as applicable). If any indemnity furnished to either Agent or the Issuing Bank for any purpose shall, in the opinion of such Agent or Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expenseIssuing Bank, as the case may be, was incurred be insufficient or become impaired, such Agent or the Issuing Bank, as the case may be, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, that in no event shall this sentence require any Lender to indemnify any Agent or the Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender's pro rata share thereof. To the extent indemnification payments made by or asserted against such Secured Party in its capacity as such. The provisions of the Lenders pursuant to this SECTION 8.09 shall survive Section 12.6 are subsequently recovered by the repayment of the ObligationsAdministrative Agent, the Other LiabilitiesCollateral Agent or the Issuing Bank from a Credit Party, the Canadian Liabilities and Administrative Agent, the termination of Collateral Agent or the CommitmentsIssuing Bank, as applicable, will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian Agent) agrees to (a) The Lenders agree to reimburse each Agent and indemnify the Agent, the Co-Syndication Agents, the Arrangers and the Canadian Agent Co-Documentation Agents ratably in proportion to the Lenders’ Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Outstanding Credit Exposure) for such Secured Party’s Commitment Percentage of any amounts not reimbursed by the Borrower (i) for which the Agent, any expenses and fees incurred Co-Syndication Agent, any Arranger or any Co-Documentation Agent is entitled to reimbursement by any Agent or the Canadian Agent for Borrower under the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including(ii) for any other expenses incurred by the Agent, without limitationany Co-Syndication Agent, counsel fees and compensation of agents and employees paid for services rendered any Arranger or any Co-Documentation Agent on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or preparation, execution, delivery, administration and enforcement thereof not reimbursed by of the Loan Parties, Documents and (iiiii) for any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (b) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or and nature whatsoever which may be imposed on, incurred by, by or asserted against it the Agent, any Co-Syndication Agent, any Arranger or any Secured Party Co-Documentation Agent in any way relating to or arising out of this Agreement the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including for any such amounts incurred by or asserted against the Agent, any Co-Syndication Agent, any Arranger or any Co-Documentation Agent in connection with any dispute between the Agent, any Co-Syndication Agent, any Arranger any Co-Documentation Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents (collectively, the “Indemnified Costs”); provided that (i) no Lender shall be liable for any portion of the Indemnified Costs that are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification and (ii) any indemnification required pursuant to Section 3.4 shall, notwithstanding the provisions of this Section 10.9, be paid by the relevant Lender in accordance with the provisions thereof. The failure of any Lender to reimburse the Agent, any Co-Syndication Agent, any Arranger or any Co-Documentation Agent, as the case may be, promptly upon demand for its Pro Rata Share of any amount required to be paid by the Lenders as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Agent, any Co-Syndication Agent, any Arranger or any Co-Documentation Agent, as the case may be, for its Pro Rata Share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent, any Co-Syndication Agent, Arranger or Co-Documentation Agent, as the case may be, for such other Lender’s Pro Rata Share of such amount. The obligations of the Lenders under this Section 10.9 shall survive payment of the Obligations and termination of this Agreement. (b) Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify the LC Issuers, and their respective Related Parties (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except as result from such indemnitees’ gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction by final non-appealable judgment) that any such indemnitees may suffer or incur in connection with the Loan Documents or any action taken or omitted by it or any of them such indemnitee under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the CommitmentsDocuments.

Reimbursement and Indemnification. Each Secured Party Lender agrees (other than the Agents and the Canadian Agent) agrees to i)to reimburse (a) reimburse each x)the Administrative Agent and the Canadian Agent for such Secured Party’s ▇▇▇▇▇▇'s Commitment Percentage of (i) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties Lenders, the Co-Agents or the Issuing Bank under this Agreement Agreement, the Notes and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, the Co-Agents or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Borrower or the Guarantors and (ii) y)the Administrative Agent and the Agent for such ▇▇▇▇▇▇'s Commitment Percentage of any expenses of any the Administrative Agent or and the Canadian Agent incurred for the benefit of the Secured Parties Lenders, the Co-Agents or the Issuing Bank that the Loan Parties have Borrower has agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.05 and have has failed to so reimburse, reimburse and (b) ii)to indemnify and hold harmless each Agent and the Canadian Administrative Agent, the Agent and any of its respective their directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s ▇▇▇▇▇▇'s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement Agreement, the Notes or any of the other Loan Documents or any action taken or omitted by it them or any of them under this Agreement Agreement, the Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent Borrower or the Canadian Agent against any Secured Party Guarantors (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agent or Canadian Agentmisconduct); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. 62 - Each Secured Credit Party (other than the Agents and the Canadian AgentAgents) agrees to (ai) reimburse each Agent and the Canadian Agent Agents for such Secured Credit Party’s applicable Commitment Percentage of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Credit Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s applicable Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Agent or Canadian Agent); provided however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Credit Party in its capacity as such. The provisions of this SECTION 8.09 8.08 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the Commitments.

Reimbursement and Indemnification. (a) Each Secured Party (other than the Agents Administrative Agent and the Canadian Collateral Agent) agrees to (ai) reimburse each the Administrative Agent and the Canadian Collateral Agent for such Secured Party’s Commitment [pro rata share of outstanding Credit Extensions held by such Secured PartyPro Rata Percentage (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09(a) with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s [Commitment]Pro Rata Percentage prior to such assignment) of (ix) any expenses and fees incurred by any Agent or the Canadian such Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations operation or enforcement thereof not reimbursed by the Loan Parties, and (iiy) any expenses of any Agent or the Canadian such Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (bii) indemnify and hold harmless each Agent and the Canadian such Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentage[Commitment]Pro Rata Percentage (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09(a) with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s [Commitment]Pro Rata Percentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it such Agent or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents Documents, to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated either by each Agent or the Canadian such Agent against any Secured Party or against such Agent or Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. . (b) The provisions of this SECTION 8.09 shall survive the repayment or assignment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the CommitmentsCommitments and, in the case of any Lender that has assigned its Commitments and/or Loans pursuant to SECTION 9.07 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, with respect to events which have occurred prior to any such assignment.

Reimbursement and Indemnification. Each Secured Party Lender agrees (other than the Agents and the Canadian Agenti) agrees to reimburse (ax) reimburse each Agent and the Canadian Agent for such Secured PartyLender’s Commitment Percentage of (i) any expenses and fees incurred by any Agent or the Canadian such Agent for the benefit of the Secured Parties Lenders under this Agreement Agreement, the Term Notes and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Borrowers and (iiy) each Agent for such Lender’s Commitment Percentage of any expenses of any Agent or the Canadian such Agent incurred for the benefit of the Secured Parties Lenders that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document Section 9.3 and have has failed to so reimburse, reimburse and (bii) to indemnify and hold harmless each Agent and the Canadian Agent Agents and any of its respective their directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s Commitment Percentage, Percentage from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement Agreement, the Term Notes or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement Agreement, the Term Notes or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agent or Canadian Agentmisconduct); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 Section 8.7 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Term Loans and the termination of the Commitmentsother Obligations.

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian AgentAgents) agrees to (ai) reimburse each Agent and the Canadian Agent Agents for such Secured Party’s pro rata share of outstanding Obligations held by such Secured Party (or, in the case of any Lender that has assigned its Commitments pursuant to Section 9.04 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this Section 8.08 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment) of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment PercentagePercentage (or, in the case of any Lender that has assigned its Commitments pursuant to Section 9.04 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this Section 8.08 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 Section 8.08 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the CommitmentsCommitments and, in the case of any Lender that has assigned its Commitments pursuant to Section 9.04 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this Section 8.08 with respect to acts or omissions that occurred prior to such assignment, with respect to events which have occurred prior to any such assignment.

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents and the Canadian Agentin such capacity) agrees to (ai) reimburse each Agent the Agents and the Canadian Agent their Affiliates for such Secured Credit Party’s Commitment Applicable Percentage of (iA) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Credit Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (iiB) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective Affiliates, directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s Commitment Applicable Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian any Agent against any Secured Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Credit Party in its capacity as such. The provisions of this SECTION 8.09 Section 8.07 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian Agent) agrees to (a) reimburse each Agent and Each of the Canadian Agent for such Secured Party’s Commitment Percentage of Lenders agrees (i) to reimburse the Administrative Agent or the Collateral Agent (as applicable) for such Lender's Pro Rata Share (determined in accordance with such Lender's Percentage) of any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents agents, employees, financial advisors and employees other professionals paid for services rendered on behalf for the benefit of the Secured PartiesAdministrative Agent, the Collateral Agent or the Lenders, and any other expense incurred in connection with the operations operation or administration of the Fundamental Documents or the enforcement thereof not reimbursed by or for the Loan Parties, benefit of RRI or any other Credit Party and (ii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (b) indemnify and hold harmless each Agent and the Canadian Administrative Agent, the Collateral Agent and any of its their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentageits Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against against, it or any Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents or any related agreement or document, to the extent not reimbursed by the Loan Parties, including, without limitation, costs or on behalf of RRI or any suit initiated by each Agent or the Canadian Agent against any Secured other Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the gross negligence or willful misconduct of the Person to be indemnified or held harmless (as applicable) as determined by a final and non-appealable order or judgment of a court of competent jurisdiction) and (iii) to indemnify and hold harmless each Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Pro Rata Share (determined in accordance with such Agent Lender's Revolving Credit Percentage or Canadian AgentSenior Priority Percentage (as applicable); provided that the unreimbursed expense , from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or indemnified lossdisbursements of any kind or nature whatsoever which may be imposed on, claimincurred by, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party it or any of them in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment any way relating to or arising out of the Obligationsissuance of any Letters of Credit or the failure to issue Letters of Credit (except such as shall result from the gross negligence or willful misconduct of the Person to be indemnified or held harmless (as applicable) as determined by a final and non-appealable order or judgment of a court of competent jurisdiction). To the extent indemnification payments made by the Lenders pursuant to this Section 10.6(a) are subsequently recovered by the Administrative Agent, the Other LiabilitiesCollateral Agent or an Issuing Bank from a Credit Party, the Canadian Liabilities and Administrative Agent, the termination Collateral Agent or such Issuing Bank, as applicable, will promptly refund such previously paid indemnity payments to the Lenders. (b) Each of the CommitmentsTranche A Lenders agrees to (i) to reimburse the Tranche A Agent or the Tranche A Collateral Agent (as applicable) for such Tranche A Lender's pro rata share (determined in accordance with the outstanding principal amount of such Tranche A Lender's Tranche A Loans) of any expenses and fees incurred for the benefit of the Tranche A Lenders under the Fundamental Documents, including, counsel fees and compensation of agents, employees, financial advisors and other professionals paid for services rendered for the benefit of the Tranche A Agent, the Tranche A Collateral Agent or the Tranche A Lenders, and any other expense incurred in connection with the operation or administration of the Fundamental Documents or the enforcement thereof not reimbursed by or for the benefit of RRI or any other Credit Party and (ii) to indemnify and hold harmless the Tranche A Agent, the Tranche A Collateral Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of its pro rata share (determined in accordance with the outstanding principal amount of such Tranche A Lender's Tranche A Loans), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any of the Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under any of the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of RRI or any other Credit Party (except such as shall result from the gross negligence or willful misconduct of the Person to be indemnified or held harmless (as applicable) as determined by a final and non-appealable order or judgment of a court of competent jurisdiction). To the extent indemnification payments made by the Tranche A Lenders pursuant to this Section 10.6(b) are subsequently recovered by the Tranche A Agent or the Tranche A Collateral Agent from a Credit Party, the Tranche A Agent or Tranche A Collateral Agent, as applicable, will promptly refund such previously paid indemnity payments to the Tranche A Lenders.

Reimbursement and Indemnification. Each Secured Party Lender agrees (other than the Agents and the Canadian Agenti) agrees to reimburse (a) reimburse each Agent and the Canadian Agent for such Secured Party’s Commitment Percentage Lender's pro rata portion, in accordance with the then outstanding principal amount of (i) the Loans or participations in any Letter of Credit Guaranty and all Letter of Credit Outstandings, of any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties Lenders under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Borrowers and (iib) the Agent for such Lender's pro rata portion, in accordance with the then outstanding principal amount of the Loans or participations in any Letter of Credit Guaranty and all Letter of Credit Outstandings, of any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties Lenders that the Loan Parties have Borrower has agreed to reimburse pursuant to this Agreement or any other Loan Document Section 13.5 and have has failed to so reimburse, reimburse and (bii) to indemnify and hold harmless each Agent and the Canadian Agent and any of its respective directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Secured Party’s Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party Borrowers (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agent or Canadian Agentmisconduct); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian Agent) agrees to (a) reimburse each Agent and the Canadian Agent for such Secured Party’s Commitment Percentage of (i) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (ii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (b) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 8.10 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party of the Lenders agrees (other than i) to reimburse the Agents and the Canadian Agent) agrees to (a) reimburse each Administrative Agent and the Canadian Agent for such Secured Party’s Commitment Percentage Lender's Pro Rata Share of (i) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by or on behalf of the Loan PartiesBorrower, and (ii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (b) indemnify and hold harmless each Agent and the Canadian Administrative Agent and any of its respective directors, officers, employees, or agents, on demand, in accordance with such Lender's Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, it or any of them in any way relating to or arising out of any Completion Guaranty, the Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under any Completion Guaranty, the Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrowers or any other Credit Party (except such as shall result from its gross negligence or willful misconduct), (iii) in the case of the U.S. Lenders only, to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or agents, on demand, in the amount of its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of the issuance of any Letters of Credit or the failure to issue Letters of Credit if such Secured Party’s Commitment failure or issuance was at the direction of the Required Lenders (except as shall result from the gross negligence or willful misconduct of the Person to be reimbursed, indemnified or held harmless, as applicable, (iv) in the case of the Canadian Dollar Lenders only, to indemnify and hold harmless the Canadian Agent and any of its directors, officers, employees, or Canadian Agents, on demand, in accordance with each Lender's Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Fundamental Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of Borrowers or any suit initiated by each Agent or the Canadian Agent against any Secured other Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the its gross negligence or willful misconduct of such misconduct). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent, the Canadian Agent or the Issuing Bank from a Credit Party, the Administrative Agent or the Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against will promptly refund such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive previously paid indemnity payments to the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the CommitmentsLenders.

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian AgentAgents) agrees to (ai) reimburse each Agent and the Canadian Agent Agents for such Secured Party’s Commitment Percentage pro rata share of all Obligations held by such Secured Party of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations operation or enforcement thereof not reimbursed by the Loan Parties, and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentagepro rata share of all Obligations held by such Secured Party, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated either by each Agent or the Canadian any Agent against any Secured Party or against any Agent or Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian AgentAgents) agrees to (ai) reimburse each Agent and the Canadian Agent Agents for such Secured Party’s pro rata share of outstanding Obligations held by such Secured Party (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.08 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment) of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment PercentagePercentage (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.08 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 8.08 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the CommitmentsCommitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.08 with respect to acts or omissions that occurred prior to such assignment, with respect to events which have occurred prior to any such assignment.

Reimbursement and Indemnification. Each Secured Party of the Lenders agrees (other than i) to reimburse the Agents and Administrative Agent, the Canadian Agent) agrees to (a) reimburse each Co-Administrative Agent and the Canadian Syndication Agent for such Secured PartyLender’s Commitment Percentage Pro Rata Share of (i) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties Lenders under this Agreement and any of the other Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by or on behalf of the Loan PartiesBorrower, and (ii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (b) indemnify and hold harmless each Agent and the Canadian Administrative Agent, the Co-Administrative Agent, the Documentation Agent, the Syndication Agent and any of its respective their directors, officers, employees, or agents, on demand, in the amount of accordance with such Secured PartyLender’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or against, any Secured Party of them in any way relating to or arising out of this Agreement any Completion Guaranty, the Fundamental Documents or any of the other Loan Documents related agreement or document, or any action taken or omitted by it or any of them under this Agreement any Completion Guaranty, the Fundamental Documents or any of the other Loan Documents related agreement or document, to the extent not reimbursed by or on behalf of the Loan Parties, including, without limitation, costs of Borrowers or any suit initiated by each Agent or the Canadian Agent against any Secured other Credit Party (except such as shall have been determined by a court result from their gross negligence or willful misconduct), (iii) in the case of competent jurisdiction the U.S. Lenders only, to indemnify and hold harmless the Issuing Bank and any of its directors, officers, employees, or another independent tribunal having jurisdiction by final agents, on demand, in the amount of its Pro Rata Share, from and non-appealable judgment against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to have resulted or arising out of the issuance of any Letters of Credit or the failure to issue Letters of Credit if such failure or issuance was at the direction of the Required Lenders (except as shall result from the gross negligence or willful misconduct of such the Person to be reimbursed, indemnified or held harmless, as applicable). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent, the Co-Administrative Agent, the Syndication Agent, the Documentation Agent or Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the ObligationsIssuing Bank from a Credit Party, the Other Liabilities, Administrative Agent will promptly refund such previously paid indemnity payments to the Canadian Liabilities and the termination of the CommitmentsLenders.

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents and the Canadian AgentAgents) agrees to (ai) reimburse each Agent the Agents and the Canadian Agent their Affiliates for such Secured Credit Party’s Commitment Applicable Percentage of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Credit Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective Affiliates, directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s Commitment Applicable Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian any Agent against any Secured Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Credit Party in its capacity as such. The provisions of this SECTION 8.09 Section 8.07 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents and the Canadian Agent) agrees to (ai) reimburse each Agent and the Canadian Agent for such Secured Credit Party’s 's Commitment Percentage of (iA) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Credit Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement or defense thereof not reimbursed by the Loan Parties, Borrowers and (iiB) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties Borrowers have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s 's Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan PartiesBorrowers, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Credit Party or against the Agent by any Credit Party or other Person (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian the Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 Section 21(h) shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents Administrative Agent and the Canadian Collateral Agent) severally agrees to (ai) reimburse each the Administrative Agent and the Canadian Collateral Agent for in the amount of such Secured PartyAgent’s Commitment Percentage (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment) of (ix) any expenses and fees incurred by any Agent or the Canadian such Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations operation or enforcement thereof thereof, in each case to the extent not previously reimbursed by the Loan Parties, and (iiy) any expenses of any Agent or the Canadian such Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (bii) indemnify and hold harmless each Agent and the Canadian such Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment PercentagePercentage (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated either by each Agent or the Canadian such Agent against any Secured Party or against such Agent or Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment or assignment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the Commitments.Commitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian Agent) agrees to (a) reimburse each Agent and the Canadian Agent for such Secured PartyLender’s Commitment Pro Rata Percentage of (i) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (ii) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (b) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s Commitment Pro Rata Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have 166 resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party Lender agrees promptly upon demand (other than i) to reimburse (x) the Agents (and the Canadian Collateral Agent and Paying Agent) agrees to (a) reimburse each Agent and the Canadian Agent for such Secured Party’s Lender's Total Commitment Percentage of (i) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties Lenders under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Borrower or the Guarantors and (iiy) the Agents (and the Collateral Agent and Paying Agent) for such Lender's Total Commitment Percentage of any expenses of any Agent the Agents (or the Canadian Collateral Agent and Paying Agent) incurred for the benefit of the Secured Parties Lenders that the Loan Parties have Borrower has agreed to reimburse pursuant to this Agreement or any other Loan Document Section 10.05 and have has failed to so reimburse, reimburse and (bii) to indemnify and hold harmless each the Agents, the Collateral Agent and the Canadian Paying Agent and any of its respective their directors, officers, employees, agents or agentsAffiliates, on demand, in the amount of such Secured Party’s Commitment Percentageits proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent Borrower or the Canadian Agent against any Secured Party Guarantors (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agent or Canadian Agentmisconduct); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents Administrative Agent and the Canadian Collateral Agent) severally agrees to (ai) reimburse each the Administrative Agent and the Canadian Collateral Agent for such Secured Party’s pro rata share of outstanding Credit Extensions held by such Secured Party (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment) of (ix) any expenses and fees incurred by any Agent or the Canadian such Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations operation or enforcement thereof thereof, in each case to the extent not previously reimbursed by the Loan Parties, and (iiy) any expenses of any Agent or the Canadian such Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (bii) indemnify and hold harmless each Agent and the Canadian such Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment PercentagePercentage (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof, where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated either by each Agent or the Canadian such Agent against any Secured Party or against such Agent or Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment or assignment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the CommitmentsCommitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.07 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this SECTION 8.09 with respect to acts or omissions that occurred prior to such assignment, with respect to events which have occurred prior to any such assignment.

Reimbursement and Indemnification. Each Secured Party Without limiting the Loan Parties’ obligations hereunder, each Lender agrees (other than the Agents and the Canadian Agenti) agrees to reimburse (ax) reimburse each Agent and the Canadian Agent for such Secured PartyLender’s Commitment Percentage of (i) any expenses and fees incurred by any Agent or the Canadian such Agent for the benefit of the Secured Parties Lenders or the Issuing Bank under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured PartiesLenders or the Issuing Bank, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (iiy) each Agent for such Lender’s Commitment Percentage of any expenses of any Agent or the Canadian such Agent incurred for the benefit of the Secured Parties Lenders or the Issuing Bank that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document SECTION 9.03 and have has failed to so reimburse, reimburse and (bii) to indemnify and hold harmless each Agent and the Canadian Agent Agents and any of its respective their directors, officers, employees, or agents, on demand, in the amount of such Secured PartyLender’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party Parties (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted result from the their respective gross negligence or willful misconduct of such Agent or Canadian Agentmisconduct); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 8.08 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian AgentAgents) agrees to (ai) reimburse each Agent and the Canadian Agent Agents for such Secured Party’s pro rata share of outstanding Credit Extensions held by such Secured Party (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender's obligations under this SECTION 8.08 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender's Commitment Percentage prior to such assignment) of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment PercentagePercentage (or, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender's obligations under this SECTION 8.08 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender's Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 8.08 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the CommitmentsCommitments and, in the case of any Lender that has assigned its Commitments pursuant to SECTION 9.04 hereof where the applicable assignee has not ratably assumed such Lender's obligations under this SECTION 8.08 with respect to acts or omissions that occurred prior to such assignment, with respect to events which have occurred prior to any such assignment.

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian Agent) agrees to (ai) reimburse each Agent the Agents and the Canadian Agent for such Secured Party’s Commitment Percentage of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian AgentAdministrative Agent ) agrees to (ai) reimburse each Agent and the Canadian Administrative Agent for such Secured Party’s 's pro rata share of outstanding Revolving Credit Loans, Swingline Loans and Letters of Credit held by such Secured Party (or, in the case of any Lender that has assigned its Commitments pursuant to Section 14.6 hereof, where the applicable assignee has not ratably assumed such Lender's obligations under this Section 13.5 with respect to acts or omissions that occurred prior to such assignment, such assigning ▇▇▇▇▇▇'s Revolving Credit Commitment Percentage prior to such assignment) of (ix) any expenses and fees incurred by any Agent or the Canadian such Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Credit Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations operation or enforcement thereof not reimbursed by the Loan Credit Parties, and (iiy) any expenses of any Agent or the Canadian such Agent incurred for the benefit of the Secured Parties that the Loan Credit Parties have agreed to reimburse pursuant to this Agreement or any other Loan Credit Document and have failed to so reimburse, and (bii) indemnify and hold harmless each Agent and the Canadian such Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s 's Revolving Credit Commitment PercentagePercentage (or, in the case of any Lender that has assigned its Commitments pursuant to Section 14.6 hereof, where the applicable assignee has not ratably assumed such ▇▇▇▇▇▇'s obligations under this Section 13.5 with respect to acts or omissions that occurred prior to such assignment, such assigning ▇▇▇▇▇▇'s Revolving Credit Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it such Agent or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Credit Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents Credit Documents, to the extent not reimbursed by the Loan Credit Parties, including, without limitation, costs of any suit initiated either by each Agent or the Canadian such Agent against any Secured Party or against such Agent or Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 Section 13.5 shall survive the repayment or assignment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the CommitmentsCommitments and, in the case of any Lender that has assigned its Commitments pursuant to Section 14.6 hereof where the applicable assignee has not ratably assumed such ▇▇▇▇▇▇'s obligations under this Section 13.5 with respect to acts or omissions that occurred prior to such assignment, with respect to events which have occurred prior to any such assignment.

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents and the Canadian AgentAgents) agrees to (ai) reimburse each Agent the Agents and the Canadian Agent their Affiliates for such Secured Credit Party’s Commitment 's Applicable Percentage of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Credit Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective Affiliates, directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s Commitment 's Applicable Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian any Agent against any Secured Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Agent or Canadian Agent); provided PROVIDED, HOWEVER, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Credit Party in its capacity as such. The provisions of this SECTION 8.09 Reimbursement and Indemnification. shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Credit Party (other than the Agents and the Canadian AgentAgents) agrees to (ai) reimburse each Agent and the Canadian Agent Agents for such Secured Credit Party’s applicable Commitment Percentage of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Credit Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Credit Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, Parties and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Credit Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, reimburse and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its respective directors, officers, employees, or agents, on demand, in the amount of such Secured Credit Party’s applicable Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Credit Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Credit Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Agent or Canadian Agent); provided however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Credit Party in its capacity as such. The provisions of this SECTION 8.09 8.08 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the Commitments.

Reimbursement and Indemnification. Each Secured Party (other than the Agents and the Canadian AgentAgents) agrees to (ai) reimburse each Agent and the Canadian Agent Agents for such Secured Party’s pro rata share of outstanding Obligations held by such Secured Party (or, in the case of any Lender that has assigned its Commitments pursuant to Section 9.04 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this Section 8.08 with respect to acts or omissions that occurred prior to such assignment, such assigning ▇▇▇▇▇▇’s Commitment Percentage prior to such assignment) of (ix) any expenses and fees incurred by any Agent or the Canadian Agent for the benefit of the Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (iiy) any expenses of any Agent or the Canadian Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (bii) indemnify and hold harmless each Agent and the Canadian Agent and any of its their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s Commitment PercentagePercentage (or, in the case of any Lender that has assigned its Commitments pursuant to Section 9.04 hereof where the applicable assignee has not ratably assumed such Lender’s obligations under this Section 8.08 with respect to acts or omissions that occurred prior to such assignment, such assigning Lender’s Commitment Percentage prior to such assignment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent or the Canadian Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or Canadian Agent); provided provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.09 Section 8.08 shall survive the repayment of the Obligations, the Other Liabilities, the Canadian Liabilities Obligations and the termination of the CommitmentsCommitments and, in the case of any Lender that has assigned its Commitments pursuant to Section 9.04 hereof where the applicable assignee has not ratably assumed such ▇▇▇▇▇▇’s obligations under this Section 8.08 with respect to acts or omissions that occurred prior to such assignment, with respect to events which have occurred prior to any such assignment.