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 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 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.

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 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 (i) In consideration of the transactions contemplated execution and delivery of this Series 2020-1 Supplement by the Administrative Agent, HVIF hereby are consummatedindemnifies and holds the Administrative Agent and each of its officers, directors, employees and agents (collectively, the Lenders “Agent Indemnified Parties”) harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and reasonable expenses incurred in connection therewith (irrespective of whether any such Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and including, any liability in connection with the offering and sale of the Series 2020-1 Notes), including reasonable attorneys’ fees and disbursements (collectively, the “Agent Indemnified Liabilities”), incurred by the Agent Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to the entering into and performance of this Series 2020-1 Supplement and any other Series 2020-1 Related Document by any of the Agent Indemnified Parties, except for any such Agent Indemnified Liabilities arising for the account of a particular Agent Indemnified Party by reason of the relevant Agent Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, HVIF hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Agent Indemnified Liabilities which is permissible under applicable law. The indemnity set forth in this Section 11.4(c)(i) shall indemnify upon demand in no event include indemnification for any taxes. HVIF shall give notice to the Rating Agencies of any claim for Agent Indemnified Liabilities made under this Section 11.4(c)(i). (ii) In consideration of the execution and delivery of this Series 2020-1 Supplement by the Administrative Agent, each Agent‑Related Person Series 2020-1 Noteholder, ratably according to its respective commitment, hereby indemnifies and holds the Administrative Agent and each of its officers, directors, employees and agents (collectively, the “Administrative Agent Indemnified Parties”) harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and reasonable expenses incurred in connection therewith (solely to the extent not reimbursed by or on behalf of HVIF) (irrespective of whether any Loan such Administrative Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and without limiting including, any liability in connection with the obligation offering and sale of any Loan Party to do sothe Series 2020-1 Notes), pro rataincluding reasonable attorneys’ fees and disbursements (collectively, and hold harmless each Agent‑Related Person from and against any and all the “Administrative Agent Indemnified Liabilities to the extent Liabilities”), incurred by it; provided that no Lender shall be liable for the payment to Administrative Agent Indemnified Parties or any Agent‑Related Person of any portion of them (whether in prosecuting or defending against such Indemnified Liabilities actions, suits or claims) to the extent resulting from from, or arising out of, or relating to the entering into and performance of this Series 2020-1 Supplement and any other Series 2020-1 Related Document by any of the Administrative Agent Indemnified Parties, except for any such Agent‑Related PersonAdministrative Agent Indemnified Liabilities arising for the account of a particular Administrative Agent Indemnified Party by reason of the relevant Administrative Agent Indemnified Party’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, If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Series 2020-1 Noteholder hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Administrative Agent Indemnified Liabilities which 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 anypermissible under applicable law. The undertaking indemnity set forth in this Section 9.07 11.4(c)(ii) shall survive termination in no event include indemnification for any taxes. Each Series 2020-1 Noteholder shall give notice to the Rating Agencies of the Aggregate Commitments, the payment of all other Obligations and the resignation or removal of the any claim for Administrative AgentAgent Indemnified Liabilities made under this Section 11.4(c)(ii).