Common use of Administrative Agent’s Reimbursement and Indemnification Clause in Contracts

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with their respective Percentages (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the Gross Negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent Agent, ratably in accordance with proportion to their respective Percentages Commitments, for (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under this Loan Agreement or the other Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and administration, amendment, waiver and/or enforcement of this Loan Agreement and the other Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of this Loan Agreement or the other Loan Documents or any other document delivered in connection therewith or the transactions any transaction contemplated thereby, or the enforcement of any of the terms thereof hereof or of any such other documentsthereof, provided that no Lender shall be liable for any of the foregoing to the extent that they arise from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this AgreementAgent. If the Borrower shall reimburse any indemnity furnished to the Administrative Agent for any indemnifiable amount set forth purpose shall, in Section 12.8(i), (ii) or (ii) following payment by any Lender to the opinion of the Administrative Agent in respect of any such indemnifiable amount pursuant to this SectionAgent, be insufficient or become impaired, the Administrative Agent shall share may call for additional indemnity and cease, or not commence, to do the action indemnified against until such reimbursement on a ratable basis with each Lender making any such paymentadditional indemnity is furnished.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (disregarding, for the avoidance of doubt, the exclusion of Defaulting Lenders therein) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid Documents (including for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid Documents (including for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do soLenders), and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (x) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (y) any indemnification required pursuant to Section 3.5(e) shall, notwithstanding the provisions of this Section 10.10, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.10 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrower Borrowers under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents; provided, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Company for which the Administrative Agent is entitled to reimbursement by the Borrower Company under the Loan DocumentsDocuments (other than the fee payable pursuant to Section 10.13), (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid Documents (including for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (x) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (y) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably Agent, solely in accordance with its capacity as such, ratably, in their respective Percentages Revolving Credit Ratable Shares, (ia) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (iib) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iiic) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents; provided, provided however, that no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions Agent. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 11.10 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination), to the extent not reimbursed or indemnified by the Borrower, (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid Documents (including for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, ; provided that (a) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (b) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (disregarding, for the avoidance of doubt, the exclusion of Defaulting Lenders therein) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.4(d) shall, notwithstanding the provisions of this Section 11.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 11.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which that may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (idetermined without excluding the Defaulting Lenders) (a) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (iib) for any other reasonable expenses incurred by the Administrative Agent on behalf of the LendersLenders and the LC Issuers, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or any LC Issuer or between two or more of the Borrower to do so), Lenders or the LC Issuers) and (iiic) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or any LC Issuer or between two or more of the Lenders and the LC Issuers), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (calculated for purposes of this Section 10.8 based on such Lender’s Total Commitments and the Aggregate Total Commitments of all Lenders, but disregarding, for the avoidance of doubt, any exclusion of Defaulting Lenders) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (determined without excluding the Defaulting Lenders) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with their respective Percentages proportion to the Lenders’ Revolving Loan Pro Rata Shares (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Secured Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Revolving Commitments (or, if the Revolving Commitments have been terminated, in proportion to their Revolving Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Credit Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsCredit Documents (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Credit Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Credit Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined (IT BEING THE INTENTION OF THIS PROVISION THAT SUCH INDEMNIFICATION OBLIGATION WILL BE APPLICABLE REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OF ANY OF THE PARTIES BEING INDEMNIFIED) and (ii) any indemnification required pursuant to Section 2.16 shall, notwithstanding the provisions of this Section, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (disregarding, for the avoidance of doubt, the exclusion of Defaulting Lenders therein) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrower Borrowers under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (disregarding, for the avoidance of doubt, the exclusion of Defaulting Lenders therein) (determined at the time such indemnity or reimbursement is sought) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilitiesLiabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, ; provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.4 shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably Agent, solely in accordance with its capacity as such, ratably, in their respective Percentages Term Loan Ratable Shares, (ia) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (iib) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iiic) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents; provided, provided however, that no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions Agent. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 11.10 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders Banks agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Company for which the Administrative Agent is entitled to reimbursement by the Borrower Company under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the LendersBanks, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid Documents (including for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Bank or between two or more of the Borrower to do so), Banks) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Bank or between two or more of the Banks), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, ; provided that (i) no Lender Bank shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.06(e) shall, notwithstanding the provisions of this Section 9.08, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Bank in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in Banks under this Section 9.08 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent Agent, ratably in accordance with proportion to their respective Percentages Commitment Percentages, for (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under this Agreement or the other Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, deliverydeliver, administration and administration, amendment, waiver and/or enforcement of this Agreement and the other Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of this Agreement or the other Loan Documents or any other document delivered in connection therewith or the transactions any transaction contemplated thereby, or the enforcement of any of the terms thereof hereof or of any such other documentsthereof, provided that no Lender shall be liable for any of the foregoing to the extent that they arise from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent Agent, as finally determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreementjurisdiction. If the Borrower shall reimburse any indemnity furnished to the Administrative Agent for any indemnifiable amount set forth purpose shall, in Section 12.8(i), (ii) or (ii) following payment by any Lender to the opinion of the Administrative Agent in respect of any such indemnifiable amount pursuant to this SectionAgent, be insufficient or become impaired, the Administrative Agent shall share may call for additional indemnity and cease, or not commence, to do the action indemnified against until such reimbursement on a ratable basis with each Lender making any such paymentadditional indemnity is furnished.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with their respective Percentages proportion to the Lenders’ Pro Rata Shares of the sum of the outstanding Term Loans and the Aggregate Revolving Loan Commitment (ior, if the Aggregate Revolving Loan Commitment has been terminated, of the sum of the outstanding Term Loans and the Aggregate Outstanding Revolving Credit Exposure) (a) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower any Credit Party under the Loan Documents, (iib) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iiic) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(f) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan DocumentsDocuments (and without limiting the obligation of the Borrower to so reimburse), (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the Gross Negligence gross negligence or willful misconduct or a breach of the Administrative Agent’s express obligations and undertakings to the Lenders which is not cured after written notice and within the period described in Section 10.3. To the extent any amounts so paid by Lenders are thereafter recovered by the Administrative Agent as determined by from the Borrower or otherwise, such recovered amount shall be remitted to the Lenders making such payment on a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken pro rata basis in accordance with the directions their respective portions of such payment. The obligations of the Required Lenders (or all of and the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in Administrative Agent under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent (in its capacity as Administrative Agent but not as Lender) ratably in accordance with proportion to their respective Percentages Commitments (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents including reasonable out-of-pocket expenses in connection with the preparation, execution, delivery of the Loan Documents, (ii) for any other reasonable out-of-pocket expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), Documents and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided PROVIDED that no Lender shall be liable for any of the foregoing to the extent they arise from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by or an action relating to a court of competent jurisdiction dispute which is solely between the Administrative Agent and one or more Lenders in a finalwhich the other Lender prevails, non-appealable judgment; provided, however, that no or an action taken in accordance with or not taken by Administrative Agent contrary to the directions express requirements contained herein pertaining to the requisite number of Lenders required to approve or direct certain actions. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of under this Section. The agreements in this Section SECTION 11.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence, bad faith or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination), determined without excluding the Defaulting Lenders, (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which that may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(h) shall, notwithstanding the provisions of this Section, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with their respective Percentages proportion to the Lenders’ Pro Rata Shares (determined as of the time the unreimbursed expense or indemnity payment is sought) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(viii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Secured Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitment (ior, if the Aggregate Commitment has been terminated, in proportion to its Commitment immediately prior to such termination) (a) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Facility Documents, (iib) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsFacility Documents (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iiic) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Facility Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Facility Documents or of any such other documents, ; provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (determined without excluding the Defaulting Lenders) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid Documents (including for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the Gross Negligence gross negligence or willful misconduct or a breach of the Administrative Agent as determined by a court of competent jurisdiction Agent's express obligations and undertakings to the Lenders which is not cured after written notice and within the period described in a finalSECTION 10.3, non-appealable judgment; provided, however, and provided further that no action taken Designated Lender shall be liable for any payment under this Section 10.8 so long as, and to the extent that, the Lender designating such Designated Lender makes such payment. To the extent any amounts so paid by Lenders are thereafter recovered by the Administrative Agent from the Borrower or any Subsidiary Guarantor or otherwise, such recovered amount shall be remitted to the Lenders making such payment on a pro rata basis in accordance with the directions their respective portions of such payment. The obligations of the Required Lenders (or all of and the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of Administrative Agent under this Section. The agreements in this Section SECTION 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid Documents (including for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.and

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (determined without excluding the Defaulting Lenders) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, ; provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan DocumentsDocuments (other than the Fee Letter), (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (other than the Fee Letter) (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents (other than the Fee Letter) or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents (other than the Fee Letter) or of any such other documents, provided that (a) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (b) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent each Agent-Related Person, ratably in accordance with proportion to their respective Percentages Commitments, for (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent any Agent-Related Person is entitled to reimbursement by the Borrower under this Agreement or the Loan other Credit Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent any Agent-Related Person on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and administration, amendment, waiver and/or enforcement of this Agreement and the Loan other Credit Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), and (iii) for any liabilities, obligations, losses, damages, penalties, actionsaction, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) any Agent-Related Person in any way relating to or arising out of this Agreement or the Loan other Credit Documents or any other document delivered in connection therewith or the transactions any transaction contemplated thereby, or the enforcement of any of the terms thereof hereof or of any such other documentsthereof, provided that no Lender shall be liable for any of the foregoing to the extent that they arise from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, nonapplicable Agent-appealable judgment; provided, however, that no action taken in accordance with the directions of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this AgreementRelated Person. If the Borrower shall reimburse the Administrative Agent any indemnity furnished to any Agent-Related Person for any indemnifiable amount set forth purpose shall, in Section 12.8(i)the opinion of such Agent-Related Person, (ii) be insufficient or (ii) following payment by any Lender become impaired, such Agent-Related Person may call for an additional indemnity and cease, or not commence, to do the Administrative Agent in respect of any action indemnified against until such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentadditional indemnity is furnished.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrower Borrowers under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall will be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required under Section 3.3 will, notwithstanding the provisions of this Section 13.7, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section shall 13.7 will survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (i) for any reasonable amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) or Guarantor for which the Administrative Agent is entitled to reimbursement by the Borrower or Guarantor under the Loan Documents including reasonable out-of-pocket expenses in connection with the preparation, execution, delivery of the Loan Documents, (ii) for any other reasonable out-of-pocket expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), Documents and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for (i) any of the foregoing to the extent they arise from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a finalAgent, non-appealable judgment; provided, however, that no action taken in accordance with the directions or (ii) any costs or expenses of the Required Lenders (or all Administrative Agent’s in-house legal staff and personnel. The obligations of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in Lenders under this Section 11.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If , and shall not be reduced by the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any designation of a Designated Lender to fund Competitive Bid Loans on behalf of a Lender, provided that each Designated Lender shall be jointly and severally liable with the Administrative Agent Designating Lender for the Designating Lender’s Share (as hereinafter determined) of the amounts due from such Designating Lender. The Designated Lender’s Share of amounts due shall be equal to such amount due multiplied by a fraction whose numerator is the amount funded by the Designated Lender (but in respect no event more than the amount of any such indemnifiable Designating Lender’s Commitment) and whose denominator is the amount pursuant to this Section, of the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentDesignating Lender’s Commitment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders Banks agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Parent or Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Parent or Borrower under the Loan DocumentsPapers, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the LendersBanks, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsPapers (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between Administrative Agent and without limiting the obligation any Bank or between two or more of the Borrower to do so), Banks) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents Papers or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against Administrative Agent in connection with any dispute between Administrative Agent and any Bank or between two or more of the Banks), or the enforcement of any of the terms thereof of the Loan Papers or of any such other documents, ; provided that no Lender Bank shall be liable for any of the foregoing to the extent they arise from the Gross Negligence or willful misconduct any of the Administrative Agent as determined foregoing is found in a final non-appealable judgment by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with to have resulted from the directions of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence gross negligence or willful misconduct for purposes of this SectionAdministrative Agent. The agreements in obligations of the Banks under this Section 13.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (x) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (y) any indemnification required pursuant to Section 3.5(vi) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid Documents (including for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do soLenders), and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (x) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.and

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which that may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable and properly documented expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid Documents (including for any reasonable and properly documented expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(v) shall, notwithstanding the provisions of this Section 9.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 9.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (idetermined at the time such reimbursement or indemnity is sought) for any reasonable amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) or Guarantor for which the Administrative Agent (in its capacity as such) is entitled to reimbursement or indemnification by the Borrower or Guarantor under the Loan Documents including reasonable out-of-pocket expenses in connection with the preparation, execution, and delivery of the Loan Documents, (ii) for any other reasonable out-of-pocket expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), Documents and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for (i) any of the foregoing to the extent they arise from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent (as determined by a court of competent jurisdiction in a final, final and non-appealable judgment; provideddecision), however, that no action taken in accordance with the directions or (ii) any costs or expenses of the Required Lenders (or all Administrative Agent’s in-house legal staff and personnel. The obligations of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in Lenders under this Section 11.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If , and shall not be reduced by the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any designation of a Designated Lender to fund Competitive Bid Loans on behalf of a Revolving Credit Lender, provided that each Designated Lender shall be jointly and severally liable with the Administrative Agent Designating Lender for the Designating Lender’s share (as hereinafter determined) of the amounts due from such Designating Lender. The Designated Lender’s share of amounts due shall be equal to such amount due multiplied by a fraction whose numerator is the amount funded by the Designated Lender (but in respect no event more than the amount of any such indemnifiable Designating Lender’s Revolving Credit Commitment) and whose denominator is the amount pursuant to this Section, of the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentDesignating Lender’s Revolving Credit Commitment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (i) for any those amounts which are specifically reimbursable by Borrower under this Agreement and the other Loan Documents, to the extent not so reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan DocumentsBorrower, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments pursuant to the Administrative Agent’s obligations hereunder which are not specifically reimbursable by Borrower under this Agreement or any other Loan Document, if to the extent not paid actually reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so)Borrower, and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the Gross Negligence gross negligence or willful misconduct or a breach of the Administrative Agent Agent’s express obligations and undertakings to the Lenders, as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions judgment of a court of competent jurisdiction. The obligations of the Required Lenders (or all of and the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in Administrative Agent under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Aggregate Exposure Percentages (or, if reimbursement or indemnification is sought after the date upon which the Commitments have been terminated and the Loans shall have been paid in full, in proportion to their Aggregate Exposure Percentages immediately prior to such date) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 2.19 shall, notwithstanding the provisions of this Section 9.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 9.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrower Borrowers under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the LendersLenders or the LC Issuers, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or any LC Issuer or between two or more of the Borrower to do so), Lenders or LC Issuers) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or any LC Issuer or between two or more of any of the Lenders or LC Issuers), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (x) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (y) any indemnification required pursuant to Section 3.6(viii) shall, notwithstanding the provisions of this Section 11.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of and the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in LC Issuers under this Section 11.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion of their respective Percentages Pro Rata Shares (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Credit Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsCredit Documents (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Credit Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Credit Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.13(b)(iv) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid Documents (including for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (x) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (y) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with their respective Percentages proportion to the Lenders’ Pro Rata Shares of the sum of the outstanding Term Loans and the Aggregate Revolving Loan Commitment (ior, if the Aggregate Revolving Loan Commitment has been terminated, of the sum of the outstanding Term Loans and the Aggregate Outstanding Revolving Credit Exposure) (a) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower any Credit Party under the Loan Documents, (iib) for any other reasonable expenses incurred by the Administrative Agent on behalf of the LendersHolders of Obligations, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Holder of Obligations or between two or more of the Borrower to do so), Holders of Obligations) and (iiic) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Holder of Obligations or between two or more of the Holders of Obligations), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(f) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (a) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (b) any indemnification required pursuant to Section 3.3(vii) shall, notwithstanding the provisions of this Section 13.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 13.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid Documents (including for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do soLenders), and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (x) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (y) any indemnification required pursuant to Section 3.5(e) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (disregarding, for the avoidance of doubt, the exclusion of Defaulting Lenders therein) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.4(d) shall, notwithstanding the provisions of this Section 11.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 11.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.59 4891-7239-4657\7 4889-9803-5617\4

Administrative Agent’s Reimbursement and Indemnification. The Lenders Banks agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Company for which the Administrative Agent is entitled to reimbursement by the Borrower Company under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the LendersBanks, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Bank or between two or more of the Borrower to do so), Banks) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Bank or between two or more of the Banks), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, ; provided that (i) no Lender Bank shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.05(g) shall, notwithstanding the provisions of this Section 9.08, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Bank in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in Banks under this Section 9.08 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrower Borrowers under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall will be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.3(iv) will, notwithstanding the provisions of this Section 13.7, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section shall 13.7 will survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which that may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (idetermined at the time such reimbursement or indemnity is sought) for any reasonable amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) or Guarantor for which the Administrative Agent (in its capacity as such) is entitled to reimbursement or indemnification by the Borrower or Guarantor under the Loan Documents including reasonable out-of-pocket expenses in connection with the preparation, execution, delivery of the Loan Documents, (ii) for any other reasonable out-of-pocket expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), Documents and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for (i) any of the foregoing to the extent they arise from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a finalAgent, non-appealable judgment; provided, however, that no action taken in accordance with the directions or (ii) any costs or expenses of the Required Lenders (or all Administrative Agent’s in-house legal staff and personnel. The obligations of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in Lenders under this Section 11.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If , and shall not be reduced by the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any designation of a Designated Lender to fund Competitive Bid Loans on behalf of a Lender, provided that each Designated Lender shall be jointly and severally liable with the Administrative Agent Designating Lender for the Designating Lender’s Share (as hereinafter determined) of the amounts due from such Designating Lender. The Designated Lender’s Share of amounts due shall be equal to such amount due multiplied by a fraction whose numerator is the amount funded by the Designated Lender (but in respect no event more than the amount of any such indemnifiable Designating Lender’s Commitment) and whose denominator is the amount pursuant to this Section, of the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentDesignating Lender’s Commitment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders Banks agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (ior, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (a) for any amounts not reimbursed by the Parent or Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Parent or Borrower under the Loan DocumentsPapers, (iib) for any other reasonable expenses incurred by the Administrative Agent on behalf of the LendersBanks, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsPapers (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between Administrative Agent and without limiting the obligation any Bank or between two or more of the Borrower to do so), Banks) and (iiic) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents Papers or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against Administrative Agent in connection with any dispute between Administrative Agent and any Bank or between two or more of the Banks), or the enforcement of any of the terms thereof of the Loan Papers or of any such other documents, ; provided that no Lender Bank shall be liable for any of the foregoing to the extent they arise from the Gross Negligence or willful misconduct any of the Administrative Agent as determined foregoing is found in a final non-appealable judgment by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with to have resulted from the directions of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence gross negligence or willful misconduct for purposes of this SectionAdministrative Agent. The agreements in obligations of the Banks under this Section 13.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the Gross Negligence gross negligence or willful misconduct or a breach of the Administrative Agent as determined by a court of competent jurisdiction Agent's express obligations and undertakings to the Lenders which is not cured after written notice and within the period described in a finalSection 10.3, non-appealable judgment; provided, however, and provided further that no action taken Designated Lender shall be liable for any payment under this Section 10.8 so long as, and to the extent that, the Lender designating such Designated Lender makes such payment. To the extent any amounts so paid by Lenders are thereafter recovered by the Administrative Agent from the Borrower or any Subsidiary Guarantor or otherwise, such recovered amount shall be remitted to the Lenders making such payment on a pro rata basis in accordance with the directions their respective portions of such payment. The obligations of the Required Lenders (or all of and the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in Administrative Agent under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (ior, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (a) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (iib) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iiic) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 11.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 11.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with their respective Percentages proportion to the Lenders’ Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if but not paid limited to, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any SIDLEY AXXXXX XXXXX & WXXX LLP liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final, non-appealable judgment in a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent (in its capacity as Administrative Agent but not as Lender) ratably in accordance with proportion to their respective Percentages Commitments (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Reimbursement Obligor or Guarantor for which the Administrative Agent is entitled to reimbursement by the Borrower Reimbursement Obligor and Guarantor under the Loan Credit Documents including reasonable out-of-pocket expenses in connection with the preparation, execution, delivery of the Credit Documents, (ii) for any other reasonable out-of-pocket expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), Credit Documents and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Credit Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided PROVIDED that no Lender shall be liable for any of the foregoing to the extent they arise from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by or an action relating to a court of competent jurisdiction dispute which is solely between the Administrative Agent and one or more Lenders in a finalwhich the other Lender prevails, non-appealable judgment; provided, however, that no or an action taken in accordance with or not taken by Administrative Agent contrary to the directions express requirements contained herein pertaining to the requisite number of Lenders required to approve or direct certain actions. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of under this Section. The agreements in this Section SECTION 12.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid Documents (including any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, 42 penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided PROVIDED that no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions Agent. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of under this Section. The agreements in this Section SECTION 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.4(v) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided ; PROVIDED that no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions Agent. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of under this Section. The agreements in this Section SECTION 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts out-of-pocket costs and expenses (but not internal charges) not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrower Borrowers under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, ; provided that no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions Agent. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to shall reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (disregarding, for the avoidance of doubt, the exclusion of Defaulting Lenders therein) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do soLenders), and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses expenses, or disbursements of any kind and nature whatsoever which that may be imposed on, incurred by by, or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (x) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (y) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent, each Issuing Bank and the Swingline Lender and each of their respective Related Parties (each, an “Agent Indemnitee”) ratably in accordance with proportion to their respective Percentages Pro Rata Shares (determined without excluding the Defaulting Lenders) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Loan Parties for which the Administrative such Agent Indemnitee is entitled to reimbursement by the Borrower Loan Parties under the Loan Documents, (ii) solely in the case of the Administrative Agent, for any other reasonable expenses incurred by the Administrative such Agent Indemnitee on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower Administrative Agent in connection with any dispute between the Administrative Agent and any Lender Party or between two (and without limiting the obligation 2) or more of the Borrower to do so), Lender Parties) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative such Agent (in its capacity as Administrative Agent and not as a Lender) Indemnitee in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby or its capacity as such (including, without limitation, for any such amounts incurred by or asserted against such Agent Indemnitee in connection with any dispute between such Agent Indemnitee and any other Lender Party or between two or more of the Lender Parties), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise from the Gross Negligence or willful misconduct any of the Administrative Agent as determined foregoing is found in a final non-appealable judgment by a court of competent jurisdiction in a finalto have resulted from the gross negligence or willful misconduct of the applicable Agent Indemnitee and (ii) any indemnification required pursuant to Section 3.01(d) shall, non-appealable judgment; providednotwithstanding the provisions of this Section 9.08, however, that no action taken be paid by the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 9.08 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent Lenders, ratably in accordance with their respective Percentages Pro Rata Shares, agree to reimburse and indemnify upon demand each of the Co-Arrangers (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent such Co-Arranger is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses (including reasonable expenses attorneys' fees) incurred by the Administrative Agent such Co-Arranger on behalf of the Lenders, in connection with the preparation, execution, delivery, administration administration, modification and enforcement of the Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so)Borrower, and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) such Co-Arranger in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, nonsuch Co-appealable judgment; provided, however, that no action taken in accordance with the directions Arranger. Each Lender shall indemnify each of the Required Lenders (or all Co-Arrangers and each of the Lendersother Lenders with respect to claims, if expressly required hereunderliabilities, damages, costs, losses and expenses (including, without limitation, attorneys' fees) shall be deemed arising from or relating to constitute Gross Negligence or willful misconduct for purposes the failure of such indemnifying Lender to satisfy its obligations under this Section. The agreements in this Section shall survive the payment of the Loans Agreement and all other amounts payable hereunder or under the other Loan Documents and the termination of this AgreementDocuments. If the Borrower No Co-Arranger shall reimburse the Administrative Agent for have any indemnifiable amount set forth in Section 12.8(i), (ii) liability or (ii) following payment by obligation hereunder with respect to any Lender to the Administrative Agent in respect negligence or misconduct of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentother Co-Arranger.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (disregarding, for the avoidance of doubt, the exclusion of the Defaulting Lenders therein) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrower Borrowers under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the LendersLenders not reimbursed by the Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrowers, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) to the extent not reimbursed by the Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrowers, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, including, without limitation, any amounts paid to the Lenders (through the Administrative Agent or otherwise) by the Borrowers pursuant to the terms of the Loan Documents that are subsequently rescinded or avoided, or must otherwise be restored or returned, and including any amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders, or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in, a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions Agent. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.9 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (A) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (B) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrower Borrowers under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against Administrative Agent in connection with any dispute between Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall will be liable for any of the foregoing to the extent they arise from the Gross Negligence or willful misconduct any of the Administrative Agent as determined foregoing is found in a final non-appealable judgment by a court of competent jurisdiction in a finalto have resulted from the gross negligence or willful misconduct of Administrative Agent and (ii) any indemnification required pursuant to Section 2.10(d) will, non-appealable judgment; providednotwithstanding the provisions of this Section 9.10, however, that no action taken be paid by the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section shall 9.10 will survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with their respective Percentages proportion to the Lenders' Pro Rata Shares of the Aggregate Commitment (or, after the Commitment Termination Date, of the Aggregate Outstanding Credit Exposure) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if but not paid limited to, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final, non-appealable judgment in a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders Banks agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the WPC or Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the WPC or Borrower under the Loan DocumentsPapers, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the LendersBanks, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsPapers (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between Administrative Agent and without limiting the obligation any Bank or between two or more of the Borrower to do so), Banks) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents Papers or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against Administrative Agent in connection with any dispute between Administrative Agent and any Bank or between two or more of the Banks), or the enforcement of any of the terms thereof of the Loan Papers or of any such other documents, ; provided that no Lender Bank shall be liable for any of the foregoing to the extent they arise from the Gross Negligence or willful misconduct any of the Administrative Agent as determined foregoing is found in a final non-appealable judgment by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with to have resulted from the directions of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence gross negligence or willful misconduct of Administrative Agent or its Affiliate acting for purposes of this SectionAdministrative Agent pursuant to Section 13.13. The agreements in obligations of the Banks under this Section 13.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, ; provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 11.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 11.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Share of the Elected Commitments (or, if the Aggregate Elected Commitment Amounts have been terminated, in proportion to their respective Pro Rata Share of the Elected Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrower Borrowers under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall will be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required under Section 3.3 will, notwithstanding the provisions of this Section 13.7, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section shall 13.7 will survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with their respective Percentages proportion to the Lenders’ Pro Rata Shares of the sum of the outstanding Loans and the unused Aggregate Commitment (ia) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower any Credit Party under the Loan Documents, (iib) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iiic) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(f) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence, bad faith or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans and all other amounts payable hereunder or under Obligations, the other Loan Documents obligations in connection with Cash Management Services and the Rate Management Obligations and termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree Each Bank agrees to reimburse and indemnify the Administrative Agent ratably in accordance with their respective Percentages for such Bank's ratable share of (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Credit Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the LendersBanks, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsCredit Documents (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Bank or between two or more of the Borrower to do so), Banks) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Credit Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Bank or between two or more of the Banks), or the enforcement of any of the terms thereof of the Credit Documents or of any such other documents, provided that (i) no Lender Bank shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined (IT BEING THE INTENTION OF THIS PROVISION THAT SUCH INDEMNIFICATION OBLIGATION WILL BE APPLICABLE REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE PARTIES BEING INDEMNIFIED) and (ii) any indemnification required pursuant to Section 2.11(b) shall, notwithstanding the provisions of this Section, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Bank in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in Banks under this Section shall survive the payment of the Loans Credit Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against Administrative Agent in connection with any dispute between Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall will be liable for any of the foregoing to the extent they arise from the Gross Negligence or willful misconduct any of the Administrative Agent as determined foregoing is found in a final non-appealable judgment by a court of competent jurisdiction in a finalto have resulted from the gross negligence or willful misconduct of Administrative Agent and (ii) any indemnification required pursuant to Section 2.10(d) will, non-appealable judgment; providednotwithstanding the provisions of this Section 9.10, however, that no action taken be paid by the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section shall 9.10 will survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. . The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid Documents (including for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (x) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (y) any indemnification required pursuant to Section 0 shall, notwithstanding the provisions of this Section 9.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 9.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts out-of-pocket costs and expenses (but not internal charges) not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions Agent. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent in its capacity as Administrative Agent but not as Lender ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents including reasonable out of pocket expenses in connection with the preparation, execution, delivery of the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 4.5(vii) shall, notwithstanding the provisions of this Section 11.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 11.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to the Lenders’ respective Commitments (or, if the Commitments have been terminated, in proportion to their respective Percentages Commitments immediately prior to such termination) (ia) for any amounts not reimbursed by the Domestic Borrower (and without limiting the obligation of the Borrower to do so) or Canadian Borrower, as applicable, for which the Administrative Agent is entitled to reimbursement by the such Borrower under the Loan Documents, (iib) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iiic) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 5.11, 5.12, 5.13 or 5.14 may, notwithstanding the provisions of this Section 14.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 14.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (i) for any reasonable amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents including reasonable out-of-pocket expenses in connection with the preparation, execution, delivery of the Loan Documents, (ii) for any other reasonable out-of-pocket expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), Documents and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided PROVIDED that no Lender shall be liable for (i) any of the foregoing to the extent they arise from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a finalAgent, non-appealable judgment; provided, however, that no action taken in accordance with the directions or (ii) any costs or expenses of the Required Lenders (or all Administrative Agent's in-house legal staff and personnel. The obligations of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of Lenders under this Section. The agreements in this Section SECTION 11.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If , and shall not be reduced by the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any designation of a Designated Lender to fund Competitive Bid Loans on behalf of a Lender, provided that each Designated Lender shall be jointly and severally liable with the Administrative Agent Designating Lender for the Designating Lender's Share (as hereinafter determined) of the amounts due from such Designating Lender. The Designated Lender's Share of amounts due shall be equal to such amount due multiplied by a fraction whose numerator is the amount funded by the Designated Lender (but in respect no event more than the amount of any such indemnifiable Designating Lender's Commitment) and whose denominator is the amount pursuant to this Section, of the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentDesignating Lender's Commitment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with their respective Percentages proportion to the Lenders’ Pro Rata Shares of the sum of the outstanding Term Loans and the Aggregate Revolving Loan Commitment (ior, if the Aggregate Revolving Loan Commitment has been terminated, of the sum of the outstanding Term Loans and the Aggregate Outstanding Revolving Credit Exposure) (a) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower any Credit Party under the Loan Documents, (iib) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iiic) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section ‎3.5(f) shall, 12660163v2 notwithstanding the provisions of this Section ‎10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section ‎10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (disregarding, for the avoidance of doubt, the exclusion of Defaulting Lenders (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) Company for which the Administrative Agent is entitled to reimbursement by the Borrower Company under the Loan DocumentsDocuments (other than the fee payable pursuant to Section 10.13), (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If Agreement and the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentCommitments.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent and the LC issuer ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent or the LC Issuer is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) or the LC Issuer in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent or the LC Issuer in connection with any dispute between the Administrative Agent or the LC Issuer and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent or the LC Issuer, as determined applicable, and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably Agent, solely in accordance with its capacity as such, ratably, in their respective Percentages Term Loan Ratable Shares, (ia) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (iib) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iiic) for any liabilities, obligations, losses, -81- 81 damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents; provided, provided however, that no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions Agent. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 11.10 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (i) for any reasonable amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) or Guarantor for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents including reasonable out-of-pocket expenses in connection with the preparation, execution, delivery of the Loan Documents, (ii) for any other reasonable out-of-pocket expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), Documents and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for (i) any of the foregoing to the extent they arise from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a finalAgent, non-appealable judgment; provided, however, that no action taken in accordance with the directions or (ii) any costs or expenses of the Required Lenders (or all Administrative Agent’s in-house legal staff and personnel. The obligations of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in Lenders under this Section 11.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If , and shall not be reduced by the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any designation of a Designated Lender to fund Competitive Bid Loans on behalf of a Lender, provided that each Designated Lender shall be jointly and severally liable with the Administrative Agent Designating Lender for the Designating Lender’s Share (as hereinafter determined) of the amounts due from such Designating Lender. The Designated Lender’s Share of amounts due shall be equal to such amount due multiplied by a fraction whose numerator is the amount funded by the Designated Lender (but in respect no event more than the amount of any such indemnifiable Designating Lender’s Commitment) and whose denominator is the amount pursuant to this Section, of the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentDesignating Lender’s Commitment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (and without limiting the obligation Administrative Agent in connection with any dispute between two or more of the Borrower to do soLenders), and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided ; PROVIDED that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The -------------------------------------------------------- Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise -------- any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions Agent. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of under this Section. The agreements in this Section subsection 9.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with their respective Percentages (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by the Borrower (and without limiting the obligation of the Borrower to do so), and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the Gross Negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this SectionSection 12.8. The agreements in this Section 12.8 shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this SectionSection 12.8, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with their respective Percentages proportion to the Lenders' Pro SIDLEY AUSTIN BROWN & WOOD Ratx Xxxxxx xx the Xxxm Loans and the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (i) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments (including, if but not paid limited to, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between the Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise any of the foregoing is found in a final, non-appealable judgment in a court of competent jurisdiction to have resulted from the Gross Negligence gross negligence or willful misconduct of the Administrative Agent as determined and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken the relevant Lender in accordance with the directions provisions thereof. The obligations of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Section. The agreements in under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in accordance with proportion to their respective Percentages Pro Rata Shares (idisregarding, for the avoidance of doubt, the exclusion of Defaulting Lenders therein) (a) for any amounts not reimbursed by the Borrower (and without limiting the obligation of the Borrower to do so) for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (iib) for any other reasonable expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan DocumentsDocuments 6090356 -63- Xxxxxxxx Xxxxxx LLP (including, if not paid without limitation, for any expenses incurred by the Borrower (Administrative Agent in connection with any dispute between Administrative Agent and without limiting the obligation any Lender or between two or more of the Borrower to do so), Lenders) and (iiic) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (in its capacity as Administrative Agent and not as a Lender) in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated therebythereby (including, without limitation, for any such amounts incurred by or asserted against Administrative Agent in connection with any dispute between Administrative Agent and any Lender or between two or more of Lenders), or the enforcement of any of the terms thereof of the Loan Documents or of any such other documents, ; provided that (i) no Lender shall be liable for any of the foregoing to the extent they arise from the Gross Negligence or willful misconduct any of the Administrative Agent as determined foregoing is found in a final non-appealable judgment by a court of competent jurisdiction in a finalto have resulted from the gross negligence or willful misconduct of Administrative Agent and (ii) any indemnification required pursuant to Section 3.5(d) shall, non-appealable judgment; providednotwithstanding the provisions of this Section 10.8, however, that no action taken be paid by the relevant Lender in accordance with the directions of the Required Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute Gross Negligence or willful misconduct for purposes of this Sectionprovisions thereof. The agreements in obligations of Lenders under this Section 10.8 shall survive the payment of the Loans Obligations and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any indemnifiable amount set forth in Section 12.8(i), (ii) or (ii) following payment by any Lender to the Administrative Agent in respect of any such indemnifiable amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.