Borrower and Guarantors shall indemnify, defend and hold harmless the Depositary Agent, and in its capacity as such, Depositary Agent’s respective officers, directors, shareholders, controlling persons, employees, agents and servants (collectively, the “ Depositary Indemnitees ”), with respect to its performance under the Depositary Agreement pursuant to the terms of, and subject to the terms and limitations of, Section 12.03 ( Expenses; Etc. ) of the Loan Agreement as in effect on the date of this Depositary Agreement (and each Depositary Indemnitee shall be an “Indemnitee” as defined in the Loan Agreement).  No provision of this Depositary Agreement shall be construed to relieve Depositary Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct as finally determined by a non-appealable order from a court of competent jurisdiction.  Depositary Agent shall be under no liability to pay interest on any money received by it hereunder except as otherwise agreed with Administrative Agent or Borrower and except to the extent of income or other gain on investments that are deposits in or certificates of deposits or other obligations of Depositary Agent in its commercial capacity and income or other gain actually received by Depositary Agent on Permitted Investments.  In no event shall the Depositary Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of whether such Depositary Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.