Common use of Right to Indemnity Clause in Contracts

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

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

Right to Indemnity. Each Lender, in proportion Lender severally agrees to indemnify the Agent proportionately to its Pro Rata ShareShare of the Loans, severally agrees to indemnify each Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person the Agent shall not have been reimbursed by Companyor on behalf of the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an the Agent or such other Person in exercising the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or and/or any of the other Loan Financing Documents; provided PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such the Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an the Agent or any other such Person for any purpose shall, in the opinion of such the Agent, be insufficient or become impaired, such the Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, Lender severally agrees to indemnify each Agent and Agent, proportionately to its officersPro Rata Share as in effect on the date on which indemnification is sought hereunder, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Agent shall not have been reimbursed by CompanyBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an such Agent or such other Person in exercising the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documentsinstruments and agreements referred to herein; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

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

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

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

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

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

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

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

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

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

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

Right to Indemnity. Each LenderInvestor, in proportion according to its Pro Rata Sharepro rata amount of Notes, severally agrees to indemnify each Agent and its officersthe Collateral Agent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person the Collateral Agent shall not have been reimbursed by Companythe Grantors, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an the Collateral Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents hereunder, or otherwise in its capacity as the Collateral Agent in any way relating to or arising out of this Agreement or the other Loan DocumentsAgreement; provided that provided, no Lender Investor shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such the Collateral Agent’s gross negligence or willful misconduct misconduct, as determined by a final final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to an the Collateral Agent or any other such Person for any purpose shall, in the opinion of such the Collateral Agent, be insufficient or become impaired, such the Collateral Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

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

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

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

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officersAgent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an such Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other AXEL Loan Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other AXEL Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s 's gross negligence or willful misconduct as determined by a final judgment and provided further that any such indemnification of a court the Collateral Agent shall be on the terms described in section 6(c) of competent jurisdictionthe Intercreditor Agreement. If any indemnity furnished to an any Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedfurnished (excluding any indemnity for its gross negligence or will misconduct).

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officersAgent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an such Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Revolving Loan Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Revolving Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s 's gross negligence or willful misconduct as determined by a final judgment and provided further that any such indemnification of a court the Collateral Agent shall be on the terms described in section 6(c) of competent jurisdictionthe Intercreditor Agreement. If any indemnity furnished to an any Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

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

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

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officersAgent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Agent shall not have been reimbursed by Companythe Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an such Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Loan DocumentsDocuments (including for any such amounts incurred by or asserted against such Agent in connection with any dispute between such Agent and any Lender or between two or more Lenders); provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent any of an Agent resulting solely the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an any Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

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

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

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

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareShare of the Loans, severally agrees to indemnify each Agent and its officersAgent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person each Agent shall not have been reimbursed by Companyany member of the Borrower Group, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an any Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an any Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

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

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

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, Lender severally agrees to indemnify each Agent and Agent, proportionately to its officersPro Rata Share as in effect on the date on which indemnification is sought hereunder, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Agent shall not have been reimbursed by CompanyBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an such Agent or such other Person in exercising the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documentsinstruments and agreements referred to herein; provided PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, The Lenders of each Lending Unit in proportion to its their Lending Unit's Pro Rata Share, severally agrees with the Lenders of each other Lending Unit agree to indemnify each Agent (and its their respective directors, officers, directorsemployees and agents), employees, agents, attorneys, professional advisors and Affiliates to the extent that such Agent (or any such Person of their respective directors, officers, employees and agents) shall not have been reimbursed by CompanyCompany or Borrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an such Agent (or such other Person their respective directors, officers, employees and agents) in exercising the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under this Agreement or the other Loan Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, 151 suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s 's (or any such director's, officer's, employee's or agent's) gross negligence or willful misconduct misconduct, as finally determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to an any Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officersAgent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an such Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as an Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable -------- for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an any Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.. 126

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officersAgent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Agent shall not have been reimbursed by Companythe Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an such Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Loan DocumentsDocuments (including for any such amounts incurred by or asserted against such Agent in connection with any dispute between such Agent and any Lender or between two or more Lenders); provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent any of an Agent resulting solely the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an any Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.. 95 $1,100,000,000 CREDIT AGREEMENT

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officersAdministrative Agent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Administrative Agent shall not have been reimbursed by Companythe Borrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Administrative Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or 136 disbursements of an Agent resulting solely from such Administrative Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an the Administrative Agent or any other such Person for any purpose shall, in the opinion of such the Administrative Agent, be insufficient or become impaired, such the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which 117 may be imposed on, incurred by or asserted against an Agent or such other Person Persons in exercising the powers, rights and remedies of an Agent or performing duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent or such other Person in exercising the powers, rights and remedies of an Agent or performing duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for Ruths_Second Amended and Restated Credit Agreement (2) 104 any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by AgentsAgent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent or such any other Person Persons in exercising the powers, rights and remedies of an Agent or performing the duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as an Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an Agent or any other such Person Persons for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.. 141 Table of Contents

Right to Indemnity. Each Tranche A Lender and Tranche B Lender, in proportion to its Pro Rata ShareShare of the aggregate Commitments, severally agrees to indemnify each Agent and its officersAgent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Agent shall not have been reimbursed by CompanyBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent or such other Person in exercising the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Amended Loan Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 105 suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent Agent, in any way relating to or arising out of this Agreement or the other Loan Documents; provided PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s the gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionthe indemnified Person. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of such AgentPerson, be insufficient or become impaired, such Agent Person may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

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

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

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates Agents to the extent that any such Person Agents shall not have been reimbursed by CompanyBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, suits and reasonable costs and expenses (including including, without limitation, 148 reasonable counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent or such other Person Agents in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of such Agent, Agent be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person shall not have been reimbursed by Company, for and 121 against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent or such other Person in exercising the powers, rights and remedies of an Agent or performing duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

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

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officersAdministrative Agent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Administrative Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Administrative Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable -------- for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Administrative Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an Administrative Agent or any other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.. 122

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

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person shall not have been reimbursed by Companyany Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent or such other Person in exercising the powers, rights and remedies of an Agent or performing duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent or other such Person resulting solely from such Agent’s or other such Person’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of such AgentAgent or other such Person, be insufficient or become impaired, such Agent or other such Person may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.. 109

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

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officerseach Agent-Related Person, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Agent or Agent-Related Person shall not have been reimbursed by CompanyCompany or by MSL Overseas, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements or allocated costs of any financial advisor engaged by Agentsinternal counsel) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an such Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent, Syndication Agent or Collateral Agent, as the case may be, in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from any such Agent’s Person's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an any Agent or any other such Agent-Related Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The undertaking in this subsection 9.4 shall survive the payment of all Obligations hereunder and the resignation or replacement of Administrative Agent or Collateral Agent.

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officersAgent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Agent shall not have been reimbursed by Companythe Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an such Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Loan DocumentsDocuments (including for any such amounts incurred by or asserted against such Agent in connection with any dispute between such Agent and any Lender or between two or more Lenders); provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent any of an Agent resulting solely the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an any Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent or such other Person in exercising the powers, rights and remedies of an Agent or performing duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.. 9.5

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officersAgent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including including, without limitation, counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Agent or such other Person in exercising the powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan DocumentsDocuments or any action taken or omitted by Agent under or in connection therewith or herewith; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

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

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officersAgent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Agent shall not have been reimbursed by Companythe Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, 95 $650,000,000 CREDIT AGREEMENT actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an such Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Loan DocumentsDocuments (including for any such amounts incurred by or asserted against such Agent in connection with any dispute between such Agent and any Lender or between two or more Lenders); provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent any of an Agent resulting solely the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an any Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officersAdministrative Agent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Administrative Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Administrative Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable -------- for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Administrative Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an Administrative Agent or any other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.. 9.5

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officersAdministrative Agent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person Administrative Agent shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Administrative Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable -------- for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Administrative Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an Administrative Agent or any other such Person for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.. 131

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

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person shall not have been reimbursed by Company, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agents) or disbursements of any kind or nature whatsoever which 119 may be imposed on, incurred by or asserted against an Agent or such other Person Persons in exercising the powers, rights and remedies of an Agent or performing duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to an Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

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

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

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

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

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

Right to Indemnity. Each Term Loan Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent and its officersAgent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person each Agent shall not have been reimbursed by Companythe Borrower or any member of the Borrower Group, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an any Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Term Loan Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an any Agent or any other such Person for any purpose shall, in the opinion of such Agent, Agent be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Right to Indemnity. Each Lender, in proportion to its Pro Rata ShareShare of the Loans, severally agrees to indemnify each Agent and its officersAgent, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent that any such Person each Agent shall not have been reimbursed by Companyany member of the Borrower Group, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by Agentsdisbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an any Agent or such other Person in exercising the its powers, rights and remedies of an Agent or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting solely from such Agent’s 's gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct. If any indemnity furnished to an any Agent or any other such Person for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

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

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

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

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

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

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

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