Safeway (SWY)

11.4 Right to Indemnity.

Each Lender, in proportion to its Aggregate Pro Rata Share, severally agrees to indemnify each Agent and each of their respective officers, directors, employees, agents, attorneys, professional advisors and Affiliates, to the extent that such Agent shall not have been reimbursed by Borrowers, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, but not limited to reasonable counsel fees and disbursements and fees and disbursements of any financial advisor engaged by such Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent or such other Person, in the performance by such Agent of 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 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 resulting from the gross negligence or willful misconduct of such Agent. If any indemnity furnished to any Agent 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.