Each Pledgor hereby agrees to indemnify, pay and hold harmless Administrative Agent and the Lenders and the officers, directors, employees and counsel of Administrative Agent and the Lenders (collectively called the “ Indemnitees ”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for such Indemnitee), in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of any Pledgor or an Issuer, which may be imposed on, incurred by or asserted against such Indemnitee as a result of or in connection with this Agreement or the enforcement by Administrative Agent or any Lender of its rights and remedies hereunder, except that each Pledgor shall have no obligation hereunder to an Indemnitee with respect to any liability resulting from the gross negligence or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of court of competent jurisdiction.  To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, each Pledgor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any of them.  The obligations to indemnify and pay the Indemnitees for fees and disbursements of counsel in connection with any litigation, dispute, suit or proceeding relating to any Financing Document and in connection with any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all Financing Documents shall be limited as provided in Section 9.1 of the Credit Agreement.  Notwithstanding the forgoing, it is understood and agreed that the indemnity provisions of Section 9.2 of the Credit Agreement shall be incorporated herein as is specifically set forth herein, mutatis mutandis .