Common use of Right to Indemnity Clause in Contracts

Right to Indemnity. Each Lender severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loans, to the extent the Agent shall not have been reimbursed by or on behalf of the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or in any way relating to or arising out of this Agreement and/or any of the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 severally agrees to ----------- ------------------ indemnify the Agent proportionately to its Pro Rata Share of the Loans, to the extent the Agent shall not have been reimbursed by or on behalf of the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or in any way relating to or arising out of this Agreement and/or any of the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 severally (a) Buyer hereby agrees to indemnify the Agent proportionately to its Pro Rata Share Administrative Agent, any Affiliate of the LoansAdministrative Agent, and their respective directors, officers, agents and employees (each, an “Indemnitee Agent Party”), and hold such Indemnitee Agent Party harmless to the extent the that such Indemnitee Agent Party shall not have been reimbursed by or on behalf of the BorrowerSeller, for from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities, actionsdeficiencies, judgments, suits, costs, judgments or expenses incurred by any of them (including, without limitation, counsel fees and disbursementsexcept to the extent that it has resulted from the gross negligence or willful misconduct of such Indemnitee Agent Party) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Program Agreements or otherwise in its capacity as an Indemnitee Agent Party in any way relating to or arising out of this Agreement and/or or the other Program Agreements, including amounts paid in settlement, court costs and reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the other Financing 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 resulting from the Agent's gross negligence or willful misconductforegoing. If any indemnity furnished to the any Indemnitee Agent Party for any purpose shall, in the opinion of the Agentsuch Indemnitee Agent Party, be insufficient or become impaired, the such Indemnitee Agent Party 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAdministrative Agent, to the extent the that Administrative Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in performing its duties 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 and/or any of or the other Financing 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 resulting from the Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Agents and the Agent proportionately to its Pro Rata Share officers, directors, employees, agents, attorneys, professional advisors and affiliates of the Loans, each of them to the extent the Agent that any such Person shall not have been reimbursed by or on behalf of the BorrowerBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursementsdisbursements 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 Persons in exercising the powers, rights and remedies of an Agent in 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 and/or any of or the other Financing 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 from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the an Agent or any other such Person for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by or on behalf of the BorrowerBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 severally agrees to indemnify the Agent Lender, proportionately to its Pro Rata Share of the LoansRevolving Credit Commitments, severally agrees to indemnify Agent to the extent the Agent shall not have been reimbursed by Holding or on behalf of the Borrowerits Subsidiaries, for from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, disbursements and reasonable counsel fees and disbursementsfees) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or in its capacity as Agent, in any way relating to or arising out of this Agreement and/or any of the other Financing DocumentsAgreement; 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Agents and the Agent proportionately to its Pro Rata Share officers, directors, employees, agents, attorneys, professional advisors and affiliates of the Loans, each of them to the extent the Agent that any such Person shall not have been reimbursed by or on behalf of the BorrowerBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursementsdisbursements 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 Persons in exercising the powers, rights and remedies of an Agent in or performing its duties of an Agent hereunder or under the other Credit Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the an Agent or any other such Person for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent and the Agent proportionately to its Pro Rata Share officers, directors, employees, agents, attorneys, professional advisors and affiliates of the Loans, each of them to the extent the Agent that any such Person shall not have been reimbursed by or on behalf of the BorrowerBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent or and other such Persons in exercising the powers, rights and remedies of Agent in or performing its duties of 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 and/or any of or the other Financing 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 Agent resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent or any other such Person for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the an Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the BorrowerBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 severally in accordance with its Applicable Percentage agrees to indemnify each Agent and the Agent proportionately to its Pro Rata Share officers, directors, employees, agents and advisors and affiliates of the Loans, each of them to the extent the such Agent shall not have been reimbursed by or on behalf of the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, reasonable counsel fees and disbursements) or reasonable disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in performing its duties hereunder or under the Notes or in any way relating to or arising out of this Agreement and/or any of the other Financing DocumentsAgreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the an Agent's ’s gross negligence or willful misconduct. If any indemnity furnished to the an Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in performing its duties 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 and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.. 135

Right to Indemnity. Each Lender Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by Company or on behalf of the Borroweranother Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement and/or any of or the other Financing 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 116 disbursements resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. Upon payment in full of the Obligations, Administrative Agent may request indemnity from the Lender Counterparties and cease, or not commence, to do any acts under any Guaranty or Collateral Document until such indemnity is furnished.

Right to Indemnity. Each Lender Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the an Agent's gross negligence or willful misconduct. If any indemnity furnished to the such Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by or on behalf of the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAdministrative Agent, to the extent the that Administrative Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in performing its duties hereunder or under the other Loan Documents or otherwise in any way relating to or arising out of this Agreement and/or any of or the other Financing 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 resulting from the Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the each Agent proportionately to and its Pro Rata Share of the Loansofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent the Agent that any such Person shall not have been reimbursed by or on behalf of the Borrowerany Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursementsdisbursements 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 Persons in exercising the powers, rights and remedies of an Agent in or performing its duties of an Agent 126 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 and/or any of or the other Financing 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 from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the an Agent or any other such Person for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 severally agrees to indemnify the Agent proportionately Agent, according to its Pro Rata Share pro rata share of the LoansLoans Outstanding, to the extent the Agent shall not have been reimbursed by or on behalf of the BorrowerBorrower and/or any Subsidiary, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or in any way relating to or arising out of this Agreement Agreement, the Notes and/or any of the other Financing Transaction 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If Subject to the proviso to the immediately preceding sentence, if any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, proportionately to its Commitment, severally agrees to indemnify the each Agent proportionately to its Pro Rata Share of the Loans, to the extent the such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in performing its duties hereunder in its capacity as Administrative Agent, Collateral Agent, Documentation Agent or Syndication Agent, as applicable, in any way relating to or arising out of this Agreement and/or any of the other Financing DocumentsAgreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the such Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by or on behalf of the BorrowerBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any 128 kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in performing its duties 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 and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 153 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or under the other Loan Documents or otherwise in any way relating to or arising out of this Agreement and/or any of or the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAdministrative Agent, to the extent the that Administrative Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in performing its duties 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 and/or any of or the other Financing 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 resulting from the Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Agent, Administrative Agent be insufficient or become impaired, 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.. 121

Right to Indemnity. Each Lender Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent proportionately to and its Pro Rata Share of the Loansofficers, directors, employees, agents, attorneys, professional advisors and affiliates, to the extent the that Administrative Agent or such Person shall not have been reimbursed by or on behalf of the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including reasonable counsel fees and disbursementsdisbursements and fees and disbursements of any financial advisor engaged by Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the Administrative Agent's gross negligence or willful misconduct. If any indemnity furnished to the Administrative Agent or any other such Person for any purpose shall, in the reasonable opinion of the Administrative Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the such Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in performing its duties 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 and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAdministrative Agent, to the extent the that Administrative Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of 77 any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the such Administrative Agent's ’s gross negligence or willful misconduct. If any indemnity furnished to the an Administrative Agent for any purpose shall, in the opinion of the such Administrative Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by or on behalf of the BorrowerBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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. 69 75 Each Lender Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in performing its duties 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 and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the each Agent proportionately to and its Pro Rata Share of the Loansofficers, directors, employees, agents, attorneys, professional advisors and Affiliates to the extent the Agent that any such Person shall not have been reimbursed by or on behalf of the any Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursementsdisbursements 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 Persons in exercising the powers, rights and remedies of an Agent in or performing its duties of an Agent hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way 137 relating to or arising out of this Agreement and/or any of or the other Financing 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 from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the an Agent or any other such Person for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by Company or on behalf any of the Borrowerits Subsidiaries, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or under the other Loan Documents, or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement and/or any of or the other Financing Loan Documents; provided that PROVIDED THAT no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, the 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 Lender, proportionately to its Commitment, severally agrees to indemnify the each Agent proportionately to its Pro Rata Share of the Loans, to the extent the such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in performing its duties hereunder in its capacity as Administrative Agent, Collateral Agent, Documentation Agent or Syndication Agent, as applicable, in any way relating to or arising out of this Agreement and/or any of the other Financing DocumentsAgreement; provided -------- that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the such Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in performing its duties 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 and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without 118 126 limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAdministrative Agent, to the extent the that Administrative Agent shall not have been reimbursed by Holdings or on behalf of the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the Administrative Agent's ’s gross negligence or willful misconduct. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, 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.. 106

Right to Indemnity. Each Lender severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansLoan, to the extent the Agent shall not have been reimbursed by or on behalf of the Borrower, GTI and/or any Subsidiary, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or in any way relating to or arising out of this Agreement and/or any of the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by or on behalf of the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitationbut not limited to, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent Agent, in performing its duties hereunder or the other Loan Documents or otherwise in its capacity as Agent, in any way relating to or arising out of this Agreement and/or any of or the other Financing Loan Documents, as the case may be; provided that no Lender shall be liable to Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconductmisconduct of Agent. If any indemnity furnished to the Agent for any purpose shallshould, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing Loan Documents; provided that no Lender shall be liable for any portion of such 119 127 liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Agents and the Agent proportionately to its Pro Rata Share officers, directors, employees, agents, attorneys, professional advisors and affiliates of the Loans, each of them to the extent the Agent that any such Person shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursementsdisbursements 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 Persons in exercising the powers, rights and remedies of an Agent in 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 and/or any of or the other Financing 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 resulting from the an Agent's gross negligence or willful misconduct. If any indemnity furnished to the an Agent or any other such Person for any purpose shall, in the opinion of the such Agent, be insufficient or become 107 116 impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 severally agrees to indemnify the Agent each Agent, proportionately to its Pro Rata Share of as in effect on the Loansdate on which indemnification is sought hereunder, to the extent the such Agent shall not have been reimbursed by or on behalf of the BorrowerBorrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in performing its duties hereunder or in any way relating to or arising out of this Agreement and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the an Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as such Agent in any way 119 relating to or arising out of this Agreement and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by or on behalf of the Borrowerany Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement and/or any of or the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. If indemnification payments made by Lenders pursuant to this subsection 10.4 are subsequently recovered by Agent from any Loan Party, Agent shall promptly refund such previously paid indemnification payments to Lenders.

Right to Indemnity. Each Lender Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Agents and the Agent proportionately to its Pro Rata Share officers, directors, employees, agents, attorneys, professional advisors and affiliates of the Loans, each of them to the extent the Agent that any such Person shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursementsdisbursements 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 Persons in exercising the powers, rights and remedies of an Agent in 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 and/or any of or the other Financing Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, 107 108 damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the an Agent's gross negligence or willful misconduct. If any indemnity furnished to the an Agent or any other such Person for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in exercising its powers, rights and remedies or performing its duties 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 and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the such Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in performing its duties 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 and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgents, to the extent the Agent that Agents shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent Agents in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in their capacity as Agents in any way relating to or arising out of this Agreement and/or any of or the other Financing 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 resulting from the such Agent's gross negligence or willful misconduct. If any indemnity furnished to the any Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Agents and the Agent proportionately to its Pro Rata Share officers, directors, employees, agents, attorneys, professional advisors and affiliates of the Loans, each of them to the extent the Agent that any such Person shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 104 suits, costs, expenses (including, without limitation, including counsel fees and disbursementsdisbursements 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 Persons in exercising the powers, rights and remedies of an Agent in 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 and/or any of or the other Financing 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 resulting from the an Agent's gross negligence or willful misconduct. If any indemnity furnished to the an Agent or any other such Person for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loans, to the extent the Agent shall not have been reimbursed by or on behalf of the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or in any way relating to or arising out of this Agreement and/or any of the other 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 severally agrees to indemnify ----------- ------------------ the Agent proportionately to its Pro Rata Share of the Loans, to the extent the Agent shall not have been reimbursed by or on behalf of the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or in any way relating to or arising out of this Agreement and/or any of the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the LoansAgent, to the extent the that Agent shall not have been reimbursed by or on behalf of the Borrower, Borrowers for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement and/or any of or the other Financing 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 resulting from the Agent's gross negligence or willful misconduct. If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Agents and the Agent proportionately to its Pro Rata Share officers, directors, employees, agents, attorneys, professional advisors and affiliates of the Loans, each of them to the extent the Agent that any such Person shall not have been reimbursed by or on behalf of the BorrowerCompany, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursementsdisbursements 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 Persons in exercising the powers, rights and remedies of an Agent in 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 and/or any of or the other Financing 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 resulting from the an Agent's gross negligence or willful misconduct. If any indemnity furnished to the an Agent or any other such Person for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the 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 Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Agent proportionately to its Pro Rata Share of the Loanseach Agent, to the extent the that such Agent shall not have been reimbursed by Borrower or on behalf of the Borroweranother Obligor, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the such Agent in performing its duties 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 and/or any of or the other Financing 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 resulting from such Agent’s gross negligence, willful misconduct or breach of 100 contract arising under this Agreement or the Agent's gross negligence or willful misconductother Loan Documents. If any indemnity furnished to the an Agent for any purpose shall, in the opinion of the such Agent, be insufficient or become impaired, the such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.