To the extent that the Collateral Agent is not reimbursed and indemnified by the Company as, and to the extent, provided for in this Agreement or the Security Agreement, the Vendors will jointly and severally reimburse and indemnify the Collateral Agent, in proportion to their initial Settlement Amounts, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in performing its duties hereunder or under this Agreement or the Security Agreement, or in any way relating to or arising out of this Agreement or the Security Agreement, except for those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted solely from the Collateral Agent’s own gross negligence, bad faith or willful misconduct. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may require each Vendor to deposit with it sufficient sums as it determines in good faith is necessary to protect the Collateral Agent for costs and expenses associated with taking such action.