Common use of Indemnification of the Administrative Agent Clause in Contracts

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent‑Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent‑Related Person from and against any and all Indemnified Liabilities to the extent incurred by it; provided that no Lender shall be liable for the payment to any Agent‑Related Person of any portion of such Indemnified Liabilities to the extent resulting from such Agent‑Related Person’s own gross negligence or willful misconduct, as determined by the final non‑appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out‑of‑pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto, if any. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation or removal of the Administrative Agent.

Indemnification of the Administrative Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent‑Related Person Administrative Agent (to the extent not reimbursed by or on behalf of any Loan Party the Borrower and without limiting the obligation of any Loan Party the Borrower to do so)) pro rata in accordance with such Lender's respective Commitment Percentage, pro rata, and hold harmless each Agent‑Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of the extent incurred Loan Documents (collectively "Indemnifiable Amounts"), any transaction contemplated hereby or thereby or any action taken or omitted by itthe Administrative Agent under the Loan Documents; provided provided, however, that no Lender shall be liable for the payment to any Agent‑Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from such Agent‑Related Person’s own gross negligence or willful misconduct, as determined by the final non‑appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute Administrative Agent's gross negligence or willful misconduct for purposes or, if the Administrative Agent fails to follow the written direction of this Section 9.07. In the case Requisite Lenders unless such failure is pursuant to the advice of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Personcounsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoing, each Lender shall agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs or out‑of‑pocket out-of-pocket expenses (including Attorney Costscounsel fees of the counsel(s) of the Administrative Agent's own choosing) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Administrative Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any "lender liability" suit or claim brought against the Administrative Agent and/or the Lenders, and any document contemplated by claim or referred to hereinsuit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement . Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders shall on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not affect entitled to indemnification hereunder upon receipt of an undertaking by the Borrower’s continuing reimbursement obligations with respect thereto, Administrative Agent that the Administrative Agent will reimburse the Lenders if anyit is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The undertaking agreements in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of the Loan and all other Obligations amounts payable hereunder or under the other Loan Documents and the resignation or removal termination of this Agreement. If the Borrower shall reimburse the Administrative AgentAgent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of 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.

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent‑Related Person the Administrative Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of the Administrative Agent) (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent‑Related Person the Administrative Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of the Administrative Agent) from and against any and all Indemnified Liabilities to the extent incurred by it; provided provided, however, that no Lender shall be liable for the payment to any Agent‑Related Person the Administrative Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of the Administrative Agent) of any portion of such Indemnified Liabilities to the extent resulting determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent‑Related Personthe Administrative Agent’s (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of the Administrative Agent) own gross negligence or willful misconduct; provided, as determined by the final non‑appealable judgment of a court of competent jurisdiction; provided however, that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other PersonSection. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out‑of‑pocket out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto, if any. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation or removal of the Administrative Agent.

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummatedIssuing Bank and the Lenders. The Borrower agrees (a) to indemnify and hold harmless the Administrative Agent, the Issuing Bank and the Lenders shall indemnify upon demand each Agent‑Related Person and their respective directors, officers, employees, trustees and agents (to the full extent not reimbursed permitted by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent‑Related Person law) from and against any and all Indemnified Liabilities claims, demands, losses, judgments and liabilities (including liabilities for penalties) of whatsoever nature, and (b) to pay to the extent incurred by it; provided that no Lender shall be liable for Administrative Agent and the payment Issuing Bank an amount equal to the amount of all costs and expenses, including reasonable legal fees and disbursements, and with regard to both (a) and (b) growing out of or resulting from any Agent‑Related Person litigation, investigation or other proceedings relating to the Collateral, this Credit Agreement, the Copyright Security Agreements, the Pledgeholder Agreements and the Letters of Credit, the making of the Loans, any attempt to audit, inspect, protect or sell the Collateral, or the administration and enforcement or exercise of any portion of such Indemnified Liabilities right or remedy granted to the extent Administrative Agent, the Issuing Bank or Lenders hereunder or thereunder but excluding therefrom all claims, demands, losses, judgments, liabilities, costs and expenses arising out of or resulting from such Agent‑Related Person’s own gross negligence or willful misconduct, as determined by the final non‑appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoingLenders, each Lender shall reimburse the Issuing Bank or the Administrative Agent claiming indemnification hereunder. The foregoing indemnity agreement includes any reasonable costs incurred by the Administrative Agent, the Issuing Bank or the Lenders in connection with any action or proceeding which may be instituted in respect of the foregoing by the Administrative Agent or the Issuing Bank, or by any other Person either against the Lenders or in connection with which any officer, director, agent or employee of the Administrative Agent, the Issuing Bank or the Lenders is called as a witness or deponent, including, but not limited to, the reasonable fees and disbursements of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent and the Issuing Bank, and any out-of-pocket costs incurred by the Administrative Agent, the Issuing Bank or the Lenders in appearing as a witness or in otherwise complying with legal process served upon demand them. Except as otherwise required by Applicable Law which may not be waived, the Lenders shall not be liable to the Borrower for its ratable share any matter or thing in connection with this Credit Agreement other than their express obligations hereunder, including obligations to make Loans and account for moneys actually received by them in accordance with the terms hereof. If any Credit Party shall fail to do any act or thing which it has covenanted to do hereunder, under any other Fundamental Document or under a Completion Guarantee, or any representation or warranty of any costs Credit Party shall be breached, the Administrative Agent may (but shall not be obligated to) do the same or out‑of‑pocket expenses (including Attorney Costs) cause it to be done or remedy any such breach and if the Administrative Agent does the same or causes it to be done, there shall be added to the Obligations hereunder the cost or expense incurred by the Administrative Agent in connection with the preparationso doing, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, and any other Loan Document, or any document contemplated and all amounts expended by or referred to herein, to the extent that the Administrative Agent is not reimbursed for in taking any such expenses by or on behalf action shall be repayable to it upon its demand therefor and shall bear interest at a rate per annum of 2% in excess of the Borrower; provided that such reimbursement by Alternate Base Rate from time to time in effect from the Lenders shall not affect date advanced to the Borrower’s continuing reimbursement obligations with respect thereto, if anydate of repayment. The undertaking All indemnities contained in this Section 9.07 13.5 shall survive the expiration or earlier termination of the Aggregate Commitmentsthis Credit Agreement, each other Fundamental Document and the payment of the Loans, and shall inure to the benefit of any Person who was a Lender notwithstanding such Person's assignment of all its Loans and Commitments. Notwithstanding anything in this Section 13.5 to the contrary, no Lender shall be liable to the Borrower for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, the other Obligations Fundamental Documents and the resignation or removal of the Administrative Agenttransactions contemplated hereby and thereby.

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent‑Related Person (to To the extent not reimbursed by or on behalf of any the Loan Party Parties and without limiting the obligation of any the Loan Party Parties to do so), pro rata, the Lenders shall indemnify and hold harmless the Administrative Agent and each Agent‑Related other Related Person (solely to the extent any such Related Person was performing services on behalf of the Administrative Agent) from and against any and all Indemnified Liabilities to the extent incurred by it; provided that no Lender shall be liable for the payment to any Agent‑Related Person of any portion of such Indemnified Liabilities to the extent resulting from such Agent‑Related Person’s own gross negligence or willful misconduct, as determined by the final non‑appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage . The indemnification obligations of the Lenders as under this Section shall be required several and based on the amount of the Term Loan held by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07each such Lender. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 9.06 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall severally agrees to reimburse the Administrative Agent upon demand for its ratable share (based on the amount of the Term Loan held by each such Lender) of any costs or out‑of‑pocket out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower; Loan Parties, provided that such reimbursement by the Lenders shall not affect the Borrower’s Loan Parties’ continuing reimbursement obligations with respect thereto. Notwithstanding the foregoing provisions of this Section, if anythe indemnity provided by the Lenders in this Section shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent or a Related Person. The undertaking in this Section 9.07 9.06 shall survive termination of the Aggregate CommitmentsTerm Loan, the payment of all other Obligations and the resignation or removal of the Administrative Agent.

Indemnification of the Administrative Agent. Whether or not Each Lender and each Lender Agent agrees to indemnify the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent‑Related Person Administrative Agent (to the extent required to be so reimbursed, but not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do soBorrower), pro rataratably in accordance with the Pro Rata Share of its related Lender, and hold harmless each Agent‑Related Person from and against any and all Indemnified Liabilities to the extent incurred by it; provided that no Lender shall be liable for the payment to any Agent‑Related Person actual or prospective claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any portion kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of such Indemnified Liabilities to this Agreement or any of the extent resulting from such Agent‑Related Person’s own gross negligence other Transaction Documents, or willful misconduct, as determined any action taken or omitted by the final non‑appealable judgment Administrative Agent hereunder or thereunder. Without limiting the provisions set forth herein, each Lender Agent agrees (i) to indemnify the Administrative Agent, ratably in accordance with the Pro Rata Share of a court its related Lender, from and against any and all actual or prospective claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of competent jurisdiction; provided that no any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of any action taken or omitted by the Administrative Agent, hereunder or under any of the other Transaction Documents, in accordance with the directions of the Required Lenders Lender Agents and (or such other number or percentage of the Lenders as shall be required by the Loan Documentsii) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent Agent, ratably in accordance with the Pro Rata Share of its related Lender, promptly upon demand for its ratable share of any costs or out‑of‑pocket out-of-pocket expenses (including Attorney Costscounsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this AgreementAgreement and the other Transaction Documents, any other Loan Document, to the extent that such expenses are incurred in the interests of or any document contemplated by otherwise in respect of the Lender Agents or referred to herein, Lenders hereunder and/or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower or on behalf the Collateral Manager. Indemnification provisions survive and remain in full force and effect regardless of repayment of the Borrower; provided that such reimbursement by ’s obligations, the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto, if any. The undertaking in this Section 9.07 shall survive expiration or termination of the Aggregate CommitmentsLenders’ commitments, the payment termination of all other Obligations and this Agreement, or the resignation or and removal of the Administrative Agent.. In no event shall the Administrative Agent be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of its duties under the Transaction Documents or in the exercise of any of its rights or powers under this Agreement. 104

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated------------------------------------------------ Fronting Bank and the Lenders. The Borrower agrees (a) to indemnify and hold ----------------------------- harmless the Administrative Agent, the Fronting Bank and the Lenders shall indemnify upon demand each Agent‑Related Person and their respective directors, officers, employees, trustees and agents (to the full extent not reimbursed permitted by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent‑Related Person law) from and against any and all Indemnified Liabilities claims, demands, losses, judgments and liabilities (including liabilities for penalties) of whatsoever nature, and (b) to pay to the extent incurred by it; provided that no Lender shall be liable for Administrative Agent and the payment Fronting Bank an amount equal to the amount of all costs and expenses, including reasonable legal fees and disbursements, and with regard to both (a) and (b) growing out of or resulting from any Agent‑Related Person litigation, investigation or other proceedings relating to the Collateral, this Credit Agreement, the Copyright Security Agreements, the Trademark Security Agreement, the Pledgeholder Agreements and the Letters of Credit, the making of the Loans, any attempt to audit, inspect, protect or sell the Collateral, or the administration and enforcement or exercise of any portion of such Indemnified Liabilities right or remedy granted to the extent Administrative Agent, the Fronting Bank or Lenders hereunder or thereunder but excluding therefrom all claims, demands, losses, judgments, liabilities, costs and expenses arising out of or resulting from such Agent‑Related Person’s own gross negligence or willful misconduct, as determined by (i) the final non‑appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct of the Lenders, the Fronting Bank or the Administrative Agent claiming indemnification hereunder, (ii) litigation between the Borrower and the Administrative Agent, the Fronting Bank or the Lenders in connection with the Fundamental Documents or in any way relating to the transactions contemplated hereby if, after final non-appealable judgment, the Administrative Agent, the Fronting Bank or the Lenders are not the prevailing party or parties in such litigation and (iii) litigation among the Lenders or between the Administrative Agent and/or the Fronting Bank and the Lenders in connection with the Fundamental Documents or in any way relating to the transactions contemplated hereby. The foregoing indemnity agreement includes any reasonable costs incurred by the Administrative Agent, the Fronting Bank or the Lenders in connection with any action or proceeding which may be instituted in respect of the foregoing by the Administrative Agent or the Fronting Bank, or by any other Person either against the Lenders or in connection with which any officer, director, agent or employee of the Administrative Agent, the Fronting Bank or the Lenders is called as a witness or deponent, including, but not limited to, the reasonable fees and disbursements of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent and the Fronting Bank, and any out-of-pocket costs incurred by the Administrative Agent, the Fronting Bank or the Lenders in appearing as a witness or in otherwise complying with legal process served upon them. Except as otherwise required by Applicable Law which may not be waived, the Lenders shall not be liable to the Borrower for purposes any matter or thing in connection with this Credit Agreement other than their express obligations hereunder, including obligations to make Loans and account for moneys actually received by them in accordance with the terms hereof. Whenever the provisions of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender Credit Agreement or any other Person. Without limitation of the foregoingFundamental Document provide that, each Lender if any Credit Party shall reimburse fail to do any act or thing which it has covenanted to do hereunder, the Administrative Agent upon demand for its ratable share of may (but shall not be obligated to) do the same or cause it to be done or remedy any costs such breach and if the Administrative Agent does the same or out‑of‑pocket expenses (including Attorney Costs) causes it to be done, there shall be added to the Obligations hereunder the cost or expense incurred by the Administrative Agent in connection with the preparationso doing, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, and any other Loan Document, or any document contemplated and all amounts expended by or referred to herein, to the extent that the Administrative Agent is not reimbursed for in taking any such expenses by or on behalf action shall be repayable to it upon its demand therefor and shall bear interest at 4% in excess of the Borrower; provided that such reimbursement by Alternate Base Rate from time to time in effect from the Lenders shall not affect date advanced to the Borrower’s continuing reimbursement obligations with respect thereto, if anydate of repayment. The undertaking All indemnities contained in this Section 9.07 11.5 shall survive the expiration or earlier termination of this Credit Agreement and shall inure to the Aggregate Commitments, the payment benefit of any Person who was a Lender notwithstanding such Person's assignment of all other Obligations its Loans and the resignation or removal of the Administrative AgentCommitments.

Indemnification of the Administrative Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent‑Related Person Administrative Agent (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do soBorrower), pro rataratably in accordance with such Lender’s Pro Rata Share, and hold harmless each Agent‑Related Person from and against any and all Indemnified Liabilities to the extent liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable out-of-pocket expenses and disbursements of any kind or nature whatsoever that may be imposed on, incurred by itor asserted against the Administrative Agent in any way relating to or arising out of this Agreement, any of the other Transaction Documents or any action taken or omitted to be taken by the Administrative Agent hereunder or thereunder; provided that no Lender shall the Lenders will not be liable for the payment to any Agent‑Related Person of any portion of such Indemnified Liabilities to the extent liabilities, obligations, losses, damages, penalties, actions, 143 judgments, suits, costs, reasonable out-of-pocket expenses and disbursements resulting from such Agent‑Related Personthe Administrative Agent’s own gross negligence or willful misconduct, as determined by the final non‑appealable judgment . The payment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of amounts under this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person11.5 will be on an after-Tax basis. Without limitation of limiting the foregoing, each Lender shall agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower), ratably in accordance with such Lender’s Pro Rata Share, promptly upon demand for its ratable share of any costs or out‑of‑pocket out-of-pocket expenses (including Attorney Costscounsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any Agreement and the other Loan Document, or any document contemplated by or referred to herein, Transaction Documents to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders hereunder or thereunder. In no event will the Administrative Agent is not reimbursed be liable for such expenses by special, indirect, punitive or on behalf consequential losses or damages of any kind whatsoever (including lost profits), even if the Administrative Agent has been advised of the Borrower; provided that likelihood of such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto, if any. The undertaking in this Section 9.07 shall survive termination damages and regardless of the Aggregate Commitments, the payment form of all other Obligations and the resignation or removal of the Administrative Agentaction in which such damages are sought.

Indemnification of the Administrative Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummatedAdministrative Agent, the Lenders shall indemnify upon demand each Agent‑Related Person (to the extent not reimbursed by the Borrower (or the Servicer on the Borrower's behalf of any Loan Party and without limiting from amounts available in the obligation of any Loan Party to do soCollection Account for payment thereof), pro rataratably across all Term Loan Series then outstanding, and hold harmless each Agent‑Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any of the extent incurred other Transaction Documents, or any action taken or omitted by itthe Administrative Agent hereunder or thereunder; provided that no Lender the Lenders shall not be liable for the payment to any Agent‑Related Person of any portion of such Indemnified Liabilities to the extent liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent‑Related Person’s own the Administrative Agent's gross negligence or willful misconduct, misconduct as determined in a final decision by the final non‑appealable judgment of a court of competent jurisdiction; provided provided, further, that no action taken in accordance with the directions of the Required Majority Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other PersonArticle IX. Without limitation of the foregoing, each Lender shall agrees to reimburse the Administrative Agent Agent, ratably across all Term Loan Series then outstanding, promptly upon demand demand, for its ratable share of any costs or out‑of‑pocket Fees due to it hereunder, out-of-pocket expenses (including Attorney Costscounsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this AgreementAgreement and the other Transaction Documents, any other Loan Document, to the extent that such expenses are incurred in the interests of or any document contemplated by otherwise in respect of the Administrative Agent or referred to herein, Lenders hereunder or 101 thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower (or the Servicer on behalf of the Borrower; provided that such reimbursement by 's behalf solely from the Lenders shall not affect Collection Account, to the Borrower’s continuing reimbursement obligations with respect thereto, if any. The undertaking in this extent amounts are available therefore under Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation or removal of the Administrative Agent2.05).

Indemnification of the Administrative Agent. Whether or not Each Lender Agent agrees to indemnify the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent‑Related Person Administrative Agent (to the extent not reimbursed by the Borrower or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do soServicer), pro rataratably in accordance with the Pro Rata Share of its related Lender, and hold harmless each Agent‑Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any of the extent incurred other Transaction Documents, or any action taken or omitted by itthe Administrative Agent hereunder or thereunder; provided that no the Lender Agents shall not be liable for the payment to any Agent‑Related Person of any portion of such Indemnified Liabilities to the extent -128- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent‑Related Personthe Administrative Agent’s own gross negligence or willful misconduct; provided, as determined by the final non‑appealable judgment of a court of competent jurisdiction; provided further, that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) Lender Agents shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other PersonArticle IX. Without limitation of the foregoing, each Lender shall Agent agrees to reimburse the Administrative Agent Agent, ratably in accordance with the Pro Rata Share of its related Lender, promptly upon demand for its ratable share of any costs or out‑of‑pocket reasonable out-of-pocket expenses (including Attorney Costsreasonable attorneys’ fees, costs and expenses) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this AgreementAgreement and the other Transaction Documents, any other Loan Document, to the extent that such expenses are incurred in the interests of or any document contemplated by otherwise in respect of the Lender Agents or referred to herein, Lenders hereunder and/or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto, if any. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation or removal of the Administrative AgentServicer.

Indemnification of the Administrative Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummatedAdministrative Agent, the Lenders shall indemnify upon demand each Agent‑Related Person (to the extent not reimbursed by the Borrower (or the Servicer on the Borrower’s behalf of any Loan Party and without limiting from amounts available in the obligation of any Loan Party to do soCollection Account for payment thereof), pro rataratably across all Term Loan Series then outstanding, and hold harmless each Agent‑Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any of the extent incurred other Transaction Documents, or any action taken or omitted by itthe Administrative Agent hereunder or thereunder; provided that no Lender the Lenders shall not be liable for the payment to any Agent‑Related Person of any portion of such Indemnified Liabilities to the extent liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent‑Related Personthe Administrative Agent’s own gross negligence or willful misconduct, misconduct as determined in a final decision by the final non‑appealable judgment of a court of competent jurisdiction; provided provided, further, that no action taken in accordance with the directions of the Required Majority Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other PersonArticle IX. Without limitation of the foregoing, each Lender shall agrees to reimburse the Administrative Agent Agent, ratably across all Term Loan Series then outstanding, promptly upon demand demand, for its ratable share of any costs or out‑of‑pocket Fees due to it hereunder, out‐of‐pocket expenses (including Attorney Costscounsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this AgreementAgreement and the other Transaction Documents, any other Loan Document, to the extent that such expenses are incurred in the interests of or any document contemplated by otherwise in respect of the Administrative Agent or referred to herein, Lenders hereunder or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower (or the Servicer on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect theretobehalf solely from the Collection Account, if any. The undertaking in this to the extent amounts are available therefore under Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation or removal of the Administrative Agent2.05).

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders each Lender shall indemnify upon demand each Agent‑Related Person Agent Party (to the extent not reimbursed by or on behalf of any Loan Party the Borrower and without limiting the obligation obligations of any Loan Party to do so), ) on a pro rata, rata basis (determined as of the time that the applicable payment is sought based on each Lender’s ratable share at such time) and hold harmless each Agent‑Related Person from and Agent Party against any and all Indemnified Liabilities to the extent incurred by it; provided that (a) no Lender shall be liable for the payment to any Agent‑Related Person Agent Party of any portion of such Indemnified Liabilities to the extent resulting from such Agent‑Related Person’s own gross negligence or willful misconductdetermined in a final, as determined by the final non‑appealable nonappealable judgment of a court of competent jurisdiction; provided that jurisdiction to have resulted from such Agent Party own gross negligence or willful misconduct (and no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) Lender shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section) and (b) to the extent any Issuing Bank or Swingline Lender is entitled to indemnification under this Section 9.07solely in its capacity and role as an Issuing Bank or as a Swingline Lender, as applicable, only the Revolving Lenders shall be required to indemnify such Issuing Bank or such Swingline Lender, as the case may be, in accordance with this Section (determined as of the time that the applicable payment is sought based on each Revolving Lender’s Revolving Exposure thereof at such time). In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out‑of‑pocket out-of-pocket expenses (including Attorney Coststhe fees, disbursements and other charges of counsel) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or and responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such costs or expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect Borrower (but without limitation of the Borrower’s continuing reimbursement obligations with respect thereto, if any. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation or removal of the Administrative Agentto provide such reimbursement).

Indemnification of the Administrative Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent‑Related Person Administrative Agent (to the extent not reimbursed by or on behalf of any Loan Party the Borrower and without limiting the obligation of any Loan Party the Borrower to do so)) pro rata in accordance with such Lender's respective Commitment Percentage, pro rata, and hold harmless each Agent‑Related Person from and against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as the Administrative Agent but not as a Lender) in any way relating to or arising out of the extent incurred Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by itthe Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided provided, however, that no Lender shall be liable for the payment to any Agent‑Related Person of any portion of such Indemnified Liabilities Indemnifiable Amounts to the extent resulting from such Agent‑Related Person’s own gross negligence or willful misconduct, as determined by the final non‑appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute Administrative Agent's gross negligence or willful misconduct for purposes or if the Administrative Agent fails to follow the written direction of this Section 9.07. In the case Requisite Lenders unless such failure is pursuant to the reasonable advice of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Personcounsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoingforegoing but subject to the preceding provision, each Lender shall agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out‑of‑pocket out-of-pocket expenses (including Attorney Costsreasonable counsel fees of the counsel(s) of the Administrative Agent's own choosing) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, delivery, administration, modification, amendment administration or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any other suit or action brought by the Administrative Agent to enforce the terms of the Loan DocumentDocuments and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any document contemplated claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out‑of‑pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or referred to herein, to the extent assertion that the Administrative Agent is not reimbursed for such expenses by or on behalf entitled to indemnification hereunder upon receipt of the Borrower; provided that such reimbursement an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders shall if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not affect the Borrower’s continuing reimbursement obligations with respect thereto, if anyso entitled to indemnification. The undertaking agreements in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of the Loans and all other Obligations amounts payable hereunder or under the other Loan Documents and the resignation or removal termination of this Agreement. If the Borrower shall reimburse the Administrative AgentAgent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of 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.

Indemnification of the Administrative Agent. Whether or not In consideration of the transactions contemplated execution and delivery of this Agreement by the Administrative Agent, each Advance Funding Provider, ratably according to its respective Commitment, hereby are consummatedagrees to indemnify and hold the Administrative Agent and each of its officers, directors, employees, affiliates and agents (collectively, the Lenders shall indemnify upon demand each Agent‑Related Person “Administrative Agent Indemnified Parties”) harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and reasonable costs and expenses incurred in connection therewith (solely to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation Borrower or the Guarantors) (irrespective of any Loan Party to do so), pro rata, and hold harmless each Agent‑Related Person from and against any and all Indemnified Liabilities to the extent incurred by it; provided that no Lender shall be liable for the payment to any Agent‑Related Person of any portion of such Indemnified Liabilities to the extent resulting from such Agent‑Related Person’s own gross negligence or willful misconduct, as determined by the final non‑appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigationAdministrative Indemnified Party is a party to the action for which indemnification hereunder is sought and including, litigation or proceeding is brought by without limitation, any Lender or any other Person. Without limitation of liability in connection with the foregoingCommitments), each Lender shall reimburse including reasonable attorneys’ fees and disbursements (collectively, the “Administrative Agent upon demand for its ratable share of any costs or out‑of‑pocket expenses (including Attorney Costs) Indemnified Liabilities”), incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment Indemnified Parties or enforcement any of them (whether through negotiationsin prosecuting or defending against such actions, legal proceedings suits or otherwiseclaims) to the extent resulting from, or arising out of, or legal advice in respect relating to the entering into and performance of rights or responsibilities under, this Agreement, Agreement and any other Loan DocumentRelated Document by any of the Administrative Agent Indemnified Parties, except for any such Administrative Indemnified Liabilities arising for the account of a particular Administrative Indemnified Party by reason of the relevant Administrative Indemnified Party’s gross negligence, bad faith or any document contemplated by or referred to herein, willful misconduct. If and to the extent that the Administrative Agent is not reimbursed foregoing undertaking may be unenforceable for such expenses by or on behalf any reason, each Advance Funding Provider, ratably according to its respective Commitment, hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Borrower; provided Administrative Indemnified Liabilities that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto, if anyis permissible under applicable law. The undertaking indemnity set forth in this Section 9.07 9.05(c) shall survive termination in no event include indemnification for consequential or indirect damages of any kind or for any Advance Funding Taxes which shall be covered by (or expressly excluded from) the Aggregate Commitments, the payment of all other Obligations and the resignation or removal of the Administrative Agentindemnification provided in Section 3.08.