Common use of Indemnification of the Agent Clause in Contracts

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided that no Committed Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Investors in its Investor Group) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Investor shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section shall survive payment on the Final Payout Date and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Alternate Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided provided, however, that no Committed Alternate Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided provided, however, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Majority Investors in its Investor Group) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Alternate Investor shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section shall survive payment on the Final Payout Date and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not Each Lender agrees to indemnify the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by the Borrower or on behalf of the SPV and without limiting the obligation of the SPV to do soServicer), pro rataratably in accordance its Pro Rata Share, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts 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 Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by itthe Agent hereunder or thereunder; provided that no Committed Investor the Lenders shall not be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Personthe Agent’s gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided further, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Investors in its Investor Group) Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionArticle IX. Without limitation of the foregoing, each Investor shall Lender agrees to reimburse the Agent, ratably in accordance its Managing Agent and the Agent Pro Rata Share, promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s counsel fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to hereinDocuments, to the extent that such expenses are incurred in the Agent interests of or such Managing otherwise in respect of the Lenders hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or on behalf of the SPV. The undertaking in this Section shall survive payment on the Final Payout Date and the resignation or replacement of the Agent or such Managing AgentServicer.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided that no Committed Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Investors in its Investor Group) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Investor shall reimburse its Managing Agent, the Agent and the Agent each Letter of Credit Issuer upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section shall survive payment on the Final Payout Date and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Bank Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV Borrower and without limiting the obligation of the SPV Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided provided, however, that no Committed Bank Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided however, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Majority Investors in its Investor Group) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Bank Investor shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the 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 Loan Agreement, any other Transaction Operative Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPVBorrower. The undertaking in this Section 9.7 shall survive payment on the Final Payout Date of all Aggregate Unpaids and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) Program Support Providers shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so)Person, pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers or the Agent) and disbursements awarded against or incurred by it; provided provided, that no Committed Investor Program Support Provider shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts amounts resulting from such Person’s gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided further, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents Conduit Investor (or and, if required by any Program Support Agreement, the Investors in its Investor Grouprequisite Program Support Providers) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Investor Program Support Provider shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section shall survive payment on in full of the Final Payout Date Note and the resignation or the replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV Borrower and without limiting the any obligation of the SPV Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts Liabilities incurred by it; provided provided, however, that no Committed Investor Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts Liabilities resulting from such Person’s 's gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided however, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Investors in its Investor Group) Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Investor Lender shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s feesincluding, without limitation, all fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) incurred by the 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 Transaction Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPVBorrower. The undertaking in this Section shall survive the payment on of all obligations under the Final Payout Date Loan Documents and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not The Bank Investors agree to indemnify the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf the Transferor), ratably in accordance with their PRO RATA portions of the SPV and without limiting the obligation of the SPV to do so)Undivided Interests, pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by it; provided the Purchaser or any Bank Investor) in any way relating to or arising out of this Agreement or any other AGREEMENT DOCUMENT OR ANY OF the transactions contemplated HEREBY OR thereby or any action taken or omitted by the Agent under this Agreement or any other Agreement Document, PROVIDED that no Committed Investor Bank Investors shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or foregoing to the Investors in its Investor Group) shall be deemed to constitute extent they arise from the gross negligence or willful misconduct for purposes of this Sectionthe Person indemnified. Without limitation of the foregoing, each Investor shall the Bank Investors agree to reimburse its Managing Agent and the Agent Agent, ratably in accordance with their PRO RATA portions of the Undivided Interests promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s attorneys' fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to hereinAgreement Documents, to the extent that such expenses are incurred in the Agent interests of or such Managing otherwise in respect of the Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by or on behalf of the SPVTransferor. The undertaking agreements contained in this Section SECTION 13.2 shall survive payment on the Final Payout Date and the resignation or replacement in full of the Agent or such Managing AgentUndivided Interests and all other amounts payable under this Agreement."

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Alternate Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so)Person, pro rata, rata and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys' fees (which such attorneys may be employees of the Program Support Providers, the Agent or the Conduit Administrator, as applicable) and disbursements awarded against or incurred by it; provided provided, however, that no Committed Alternate Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts amounts resulting from such Person’s 's gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided however, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Majority Investors in its Investor Group) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Alternate Investor shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s 's fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section shall survive payment on in full of the Final Payout Date VFNs and the resignation or the replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) Program Support Providers shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so)Person, pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers or the Agent) and disbursements awarded against or incurred by it; provided provided, that no Committed Investor Program Support Provider shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts amounts resulting from such Person’s gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided further, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents Conduit Investor (or and, if required by any Program Support Agreement, the Investors in its Investor Grouprequisite Program Support Providers) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Investor Program Support Provider shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section shall survive payment on in full of the Final Payout Date Purchased Note and the resignation or the replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV Borrower and without limiting the obligation of the SPV Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts Liabilities incurred by it; provided provided, however, that no Committed Investor Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts Liabilities resulting from such Person’s 's gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided however, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Investors in its Investor Group) Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Investor Lender shall reimburse its Managing Agent and the Agent upon demand for its such Lender's ratable share of any costs or out-of-pocket expenses (including attorney’s feesAttorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment amendment, or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPVBorrower. The undertaking in this Section shall survive the payment on the Final Payout Date of all Obligations hereunder and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so)Person, pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Agent-Related Persons) and disbursements awarded against or incurred by it; provided provided, that no Committed Investor Investro shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts amounts resulting from such Person’s gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided further, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents Conduit Investor (or and, if required by any Program Support Agreement, the Investors in its Investor Grouprequisite Program Support Providers) shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionSection 7.07. Without limitation of the foregoing, each Committed Investor shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the 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 Transaction Basic Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section 7.07 shall survive payment on in full of the Final Payout Date Purchased Note and the resignation or the replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Alternate Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so), pro rataPRO RATA, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided PROVIDED, HOWEVER, that no Committed Alternate Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s 's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided PROVIDED, HOWEVER, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Majority Investors in its Investor Group) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Alternate Investor shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s 's fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section shall survive payment on the Final Payout Date and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV Borrower and without limiting the obligation of the SPV Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts Liabilities incurred by it; provided provided, however, that no Committed Investor Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts Liabilities resulting from such Person’s 's gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided further, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Investors in its Investor Group) Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Investor Lender shall reimburse its Managing Agent and the Agent upon demand for its such Lender's ratable share of any costs or out-of-pocket expenses (including attorney’s feesAttorney Costs) incurred by the 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 Transaction Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPVBorrower. The undertaking in this Section shall survive the payment on the Final Payout Date of all Obligations hereunder and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) Lenders shall indemnify upon demand each the Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of the Agent-Related Person ) (to the extent not reimbursed by or on behalf of the SPV any Loan Party and without limiting the obligation of the SPV any Loan Party to do so), pro rata, and hold harmless each the Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of the Agent-Related Person ) from and against any and all Indemnified Amounts Liabilities incurred by it; provided provided, however, that no Committed Investor Lender shall be liable for the payment to any the Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of the Agent-Related Person ) of any portion of such Indemnified Amounts resulting Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Personthe Agent’s (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf the Agent) own gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided however, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Investors in its Investor Group) Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Investor Lender shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s feesincluding, without limitation, the reasonable fees and disbursements of counsel) incurred by the 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 Transaction Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPVBorrowers. The undertaking in this Section shall survive termination of the Aggregate Commitments, the payment on the Final Payout Date of all other Obligations and the resignation or replacement of the Agent or such Managing Agentand the Lead Arranger.

Indemnification of the Agent. Whether or not The Bank Investors agree to indemnify the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf the Transferor), ratably in accordance with their PRO RATA portions of the SPV and without limiting the obligation of the SPV to do so)Undivided Interests, pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by it; provided the Purchaser or any Bank Investor) in any way relating to or arising out of this Agreement or any other Agreement Document or any of the transactions contemplated hereby or thereby or any action taken or omitted by the Agent under this Agreement or any other Agreement Document, PROVIDED that no Committed Investor Bank Investors shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or foregoing to the Investors in its Investor Group) shall be deemed to constitute extent they arise from the gross negligence or willful misconduct for purposes of this Sectionthe Person indemnified. Without limitation of the foregoing, each Investor shall the Bank Investors agree to reimburse its Managing Agent and the Agent Agent, ratably in accordance with their PRO RATA portions of the Undivided Interests promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s attorneys' fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to hereinAgreement Documents, to the extent that such expenses are incurred in the Agent interests of or such Managing otherwise in respect of the Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by or on behalf of the SPVTransferor. The undertaking agreements contained in this Section SECTION 13.2 shall survive payment on the Final Payout Date and the resignation or replacement in full of the Agent or such Managing AgentUndivided Interests and all other amounts payable under this Agreement.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so)Person, pro rata, rata and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys' fees (which such attorneys may be employees of the Program Support Providers, the Agent or the Conduit Administrator, as applicable) and disbursements awarded against or incurred by it; provided provided, however, that no Committed Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts amounts resulting from such Person’s 's gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided however, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Majority Investors in its Investor Group) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Investor shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s 's fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section shall survive payment on in full of the Final Payout Date VFNs and the resignation or the replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Alternate Investors (or and the Committed Investors in the applicable Investor Group) Letter of Credit Bank shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV Originator and without limiting the obligation of the SPV Originator to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided provided, however, that no Committed Investor the Alternate Investors and the Letter of Credit Bank shall not be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided provided, however, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Majority Investors in its Investor Group) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, the Letter of Credit Bank and each Alternate Investor shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPVOriginator. The undertaking in this Section shall survive payment on the Final Payout Date and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not The Bank Investors agree to indemnify the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf the Transferor), ratably in accordance with their PRO RATA portions of the SPV and without limiting the obligation of the SPV to do so)Undivided Interests, pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by it; provided the Purchaser or any Bank Investor) in any way relating to or arising out of this Agreement or any other PROVIDED, HOWEVER, or the transactions contemplated thereby or any action taken or omitted by the Agent under this Agreement or any other Agreement Document, PROVIDED that no Committed Investor Bank Investors shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or foregoing to the Investors in its Investor Group) shall be deemed to constitute extent they arise from the gross negligence or willful misconduct for purposes of this Sectionthe Person indemnified. Without limitation of the foregoing, each Investor shall the Bank Investors agree to reimburse its Managing Agent and the Agent Agent, ratably in accordance with their PRO RATA portions of the Undivided Interests promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s attorneys' fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to hereinAgreement Documents, to the extent that such expenses are incurred in the Agent interests of or such Managing otherwise in respect of the Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by or on behalf of the SPVTransferor. The undertaking agreements contained in this Section SECTION 13.2 shall survive payment on the Final Payout Date and the resignation or replacement in full of the Agent or such Managing AgentUndivided Interests and all other amounts payable under this Agreement.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) shall each Liquidity Bank hereby agrees to indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV Borrower and without limiting the obligation of the SPV Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided that no Committed Investor Liquidity Bank shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided and provided, further, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Investors in its Investor Group) Majority Liquidity Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionSection 8.7. Without limitation of the foregoing, each Investor Liquidity Bank shall reimburse its Managing Agent and the Agent upon demand for its ratable share Pro Rata Share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPVBorrower. The undertaking in this Section 8.7 shall survive payment on the Final Payout Date and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not The Lenders agree to indemnify the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person Agent (to the extent not reimbursed by or on behalf of the SPV Borrower and without limiting the obligation of the SPV Borrower to do so)) in accordance with the Lenders' respective Pro Rata Shares, pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts 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 Agent in any way relating to or arising out of the Loan Documents or any action taken or omitted by itthe Agent under the Loan Documents; provided provided, however, that no Committed Investor Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent arising from such Person’s the Agent's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Investors in its Investor Group) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation limiting the generality of the foregoing, each Investor shall Lender agrees to reimburse its Managing Agent and the Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s counsel fees) incurred by the 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 Agreement, any other Transaction Document, or any document contemplated by or referred to hereinthe Loan Documents, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPVBorrower. The undertaking agreements in this Section shall survive the payment on of the Final Payout Date Loans and all other amounts payable hereunder or under the other Loan Documents and the resignation or replacement termination of the Agent or such Managing Agentthis Agreement.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV Borrower and without limiting the obligation of the SPV Borrower to do so), pro rataPro Rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts Liabilities (which shall not include legal expenses of the Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided provided, however, that no Committed Investor Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided however, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Investors in its Investor Group) all Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionSection 13.7. Without limitation of the foregoing, each Investor Lender shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s feesLenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by the Agent (in its capacity as Agent, and not as a Lender) 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 Transaction Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPVBorrower. The undertaking in this Section 13.7 shall survive payment on the Final Payout Termination Date and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Bank Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV Borrower and without limiting the obligation of the SPV Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided provided, however, that no Committed Bank Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s 's gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided however, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Majority Investors in its Investor Group) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Bank Investor shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s 's fees) incurred by the 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 Loan Agreement, any other Transaction Operative Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPVBorrower. The undertaking in this Section 9.7 shall survive payment on the Final Payout Date of all Aggregate Unpaids and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Alternate Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so)Person, pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent or the Administrator, as applicable) and disbursements awarded against or incurred by it; provided provided, that no Committed Alternate Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts amounts resulting from such Person’s gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided further, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Majority Investors in its Investor Group) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Alternate Investor shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section shall survive payment on in full of the Final Payout Date Notes and the resignation or the replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) Program Support Providers shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so)Person, pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers or the Agent) and disbursements awarded against or incurred by it; provided provided, that no Committed Investor Program Support Provider shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts amounts resulting from such Person’s gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided further, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents Conduit Investors (or and, if required by any Program Support Agreement, the Investors in its Investor Grouprequisite Program Support Providers) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Investor Program Support Provider shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section shall survive payment on in full of the Final Payout Date Note and the resignation or the replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) shall each Liquidity Lender hereby agrees to indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV Company and without limiting the obligation of the SPV Company to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided that no Committed Investor Liquidity Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful wilful misconduct, as finally determined by a court of competent jurisdiction; provided and provided, further, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Investors in its Investor Group) Majority Liquidity Lenders shall be deemed to constitute gross negligence or willful wilful misconduct for purposes of this SectionClause 8.7. Without limitation of the foregoing, each Investor Liquidity Lender shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-out of pocket expenses (including attorney’s fees) incurred by the 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPVCompany. The undertaking in this Section Clause 8.7 shall survive payment on the Final Payout Date and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided that no Committed Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Investors in its Investor Group) shall be deemed to constitute gross 83 negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Investor shall reimburse its Managing Agent and the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred 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 Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section shall survive payment on the Final Payout Date and the resignation or replacement of the Agent or such Managing Agent.

Indemnification of the Agent. Whether or not the transactions contemplated hereby are consummated, the Committed Investors (or the Committed Investors in the applicable Investor Group) Banks shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV Parent and without limiting the obligation of the SPV Parent to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts Liabilities incurred by it; provided provided, however, that no Committed Investor Bank shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts Liabilities resulting from such Person’s 's gross negligence or willful misconduct; provided, as finally determined by a court of competent jurisdiction; provided however, that no action taken by Agent (or any Managing Agent) in accordance with the directions of the Managing Agents (or the Investors in its Investor Group) Required Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Investor Bank shall reimburse its Managing Agent and the Agent upon demand for its such Bank's ratable share of any costs or out-of-pocket expenses (including attorney’s feesAttorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment amendment, or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent or such Managing Agent is not reimbursed for such expenses by or on behalf of the SPVParent. The undertaking in this Section shall survive the payment on the Final Payout Date of all Obligations hereunder and the resignation or replacement of the Agent or such Managing Agent.