Common use of Reimbursement and Indemnification Clause in Contracts

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconductmisconduct as determined in a final and nonappealable judgment by a court of competent jurisdiction).

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (ai) to reimburse on demand the Administrative Agent Agent, in the amount of its proportionate share, for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations administration or enforcement thereof, thereof not reimbursed by the Borrower or the Guarantors one of its Subsidiaries, and (bii) to indemnify and hold harmless the Administrative Agent and any of its Related Partiesdirectors, officers, employees, or agents, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Fundamental Documents to the extent not reimbursed by the Borrower or the Guarantors one of its Subsidiaries (except such as shall result from its the gross negligence or willful misconductmisconduct of the Person seeking indemnification); and (iii) to indemnify and hold harmless the Issuing Lenders and any of their respective directors, officers, employees, or agents or demand in the amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatever which may be imposed or incurred by or asserted against it relating to or arising out of the issuance of any Letters of Credit (except such as shall result from the gross negligence or willful misconduct of the Person seeking indemnification).

Reimbursement and Indemnification. Each Lender of the Lenders agrees (ai) to reimburse on demand the Administrative Agent for in accordance with such Lender’s Aggregate Exposure Percentage of 's Percentage, for any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, thereof not reimbursed by the Borrower or the Guarantors Borrower, and (bii) to indemnify and hold harmless the Administrative Agent and any of its Related Partiesdirectors, officers, employees, or agents, on demand, in the amount equal to such accordance with each Lender’s Aggregate Exposure 's Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Fundamental Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its their gross negligence or willful misconduct). To the extent indemnification payments made by the Lenders pursuant to this Section 11.6 are subsequently recovered by the Agent from the Borrower, the Agent will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender agrees (a) The Lenders agree to reimburse on demand and indemnify the Administrative Agent and the Fronting Agent ratably in proportion to their respective Commitments for such Lender’s Aggregate Exposure Percentage of (i) any expenses and fees incurred amounts not reimbursed by the Borrowers for which the benefit of Administrative Agent (acting as such) or the Lenders Fronting Agent (acting as such) is entitled to reimbursement by the Borrowers under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid (ii) for services rendered any other expenses not reimbursed by the Borrowers incurred by the Administrative Agent or the Fronting Agent on behalf of the Lenders, and any other expense incurred in connection with the operations or preparation, execution, delivery, administration and enforcement thereofof the Loan Documents, not reimbursed by the Borrower or the Guarantors and (biii) to indemnify and hold harmless the Administrative Agent and for any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or and nature whatsoever and not reimbursed by the Borrowers which may be imposed on, incurred by, by or asserted against it the Administrative Agent (acting as such) or any of them the Fronting Agent (acting as such) in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken other document delivered in connection therewith or omitted by it the transactions contemplated thereby, or any the enforcement of them under this Agreement or any of the Loan Documents terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent not reimbursed by they arise from the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct)misconduct of the Administrative Agent or the Fronting Agent, as applicable.

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (ai) to reimburse on demand the Administrative Agent and the Joint Lead Arrangers, in the amount of its proportionate share, for such Lender’s Aggregate Exposure Percentage of any reasonable expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Fundamental Documents, including, without limitation, reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other reasonable expense incurred in connection with the operations administration or enforcement thereof, thereof not reimbursed by the Borrower or the Guarantors one of its Subsidiaries; and (bii) to indemnify and hold harmless the Administrative Agent and the Joint Lead Arrangers and any of its Related Partiestheir directors, officers, employees, or agents, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Fundamental Documents to the extent not reimbursed by the Borrower or the Guarantors one of its Subsidiaries (except such as shall result from its the gross negligence or willful misconductmisconduct of the Person seeking indemnification).

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent (and the Collateral Agent) for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and the Collateral Agent and any of its their Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (ai) to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure Percentage pro rata share (calculated on the basis of such Lender’s share of the outstanding Loans) of any expenses and fees incurred for the benefit of the Lenders by it under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (bii) to indemnify and hold harmless the Administrative Agent and any of its Related Partiesdirectors, officers, employees, agents or Affiliates, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (ai) to reimburse on demand the Administrative Agent Agents and the Arranger, in the amount of its proportionate share, for such Lender’s Aggregate Exposure Percentage of any reasonable expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Fundamental Documents, including, without limitation, reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other reasonable expense incurred in connection with the operations administration or enforcement thereof, thereof not reimbursed by the Borrower Borrowers or the Guarantors one of its Subsidiaries; and (bii) to indemnify and hold harmless the Administrative Agent Agents and the Arranger and any of its Related Partiestheir directors, officers, employees, or agents, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Fundamental Documents to the extent not reimbursed by the Borrower Borrowers or the Guarantors one of its Subsidiaries (except such as shall result from its the gross negligence or willful misconductmisconduct of the Person seeking indemnification).

Reimbursement and Indemnification. Each Lender severally agrees (a) to reimburse on demand the Administrative each Agent (acting in its capacity as such) for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors Loan Parties and (b) to indemnify and hold harmless the Administrative each Agent and any of its Related Parties, on demand, in the amount equal to such LenderLxxxxx’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower Loan Parties; provided that the indemnification set forth in this clause (b) shall not, as to any Agent or its Related Parties, be available to the Guarantors (except extent that such as shall result liabilities, obligations, losses, damages, penalties or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from its the gross negligence or willful misconduct)misconduct of such Agent or such Related Party, as applicable.

Reimbursement and Indemnification. Each Lender of the Lenders agrees (ai) to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure Percentage Pro Rata Share of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, thereof not reimbursed by or on behalf of the Borrower or the Guarantors and (bii) to indemnify and hold harmless the Administrative Agent and any of its Related Partiesdirectors, officers, employees, or agents, on demand, in the amount equal to accordance with such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against against, it or any of them in any way relating to or arising out of this Agreement or any of the Loan Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under this Agreement any Fundamental Documents or any of the Loan Documents related agreement or document, to the extent not reimbursed by or on behalf of the Borrower or the Guarantors any Credit Party (except such as shall result from its gross negligence or willful misconduct). To the extent indemnification payments made by the Lenders pursuant to this Section 12.6 are subsequently recovered by the Administrative Agent from a Credit Party, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent for such LenderXxxxxx’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconductmisconduct as determined in a final and nonappealable judgment by a court of competent jurisdiction).

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative each Agent for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative each Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconductmisconduct as determined in a final and nonappealable judgment by a court of competent jurisdiction).

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative each Agent for such LenderXxxxxx’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative each Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconductmisconduct as determined in a final and nonappealable judgment by a court of competent jurisdiction).

Reimbursement and Indemnification. Each Lender agrees (ai) to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure 's Tranche A Commitment Percentage or Tranche B Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (bii) to indemnify and hold harmless the Administrative Agent and any of its Related Partiesdirectors, officers, employees, agents or Affiliates, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Revolving Credit Commitments (a) to reimburse on demand for any amounts not reimbursed by the Company for which the Administrative Agent for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for is entitled to reimbursement by the benefit of the Lenders Company under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid (b) for services rendered any amounts not reimbursed by the Company for any other expenses incurred by the Administrative Agent on behalf of the Lenders, and any other expense incurred in connection with the operations or preparation, execution, delivery, administration and enforcement thereofof the Loan Documents, and (c) for any amounts not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and Company for any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or and nature whatsoever which may be imposed on, incurred by, by or asserted against it or any of them the Administrative Agent in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken other document delivered in connection therewith or omitted by it the transactions contemplated thereby, or any the enforcement of them under this Agreement or any of the Loan Documents terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent not reimbursed by they are determined in a final judgment of a court of competent jurisdiction to have arisen solely from the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct)misconduct of the Administrative Agent. The obligations of the Lenders under this Section 11.8 shall survive payment of the Revolving Credit Obligations and termination of this Agreement.

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (ai) to reimburse on demand the Administrative Agent and the Lead Arranger, in the amount of its proportionate share, for such Lender’s Aggregate Exposure Percentage of any reasonable expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Fundamental Documents, including, without limitation, reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other reasonable expense incurred in connection with the operations administration or enforcement thereof, thereof not reimbursed by the Borrower or the Guarantors one of its Subsidiaries; and (bii) to indemnify and hold harmless the Administrative Agent and the Lead Arranger and any of its Related Partiestheir directors, officers, employees, or agents, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Fundamental Documents to the extent not reimbursed by the Borrower or the Guarantors one of its Subsidiaries (except such as shall result from its the gross negligence or willful misconductmisconduct of the Person seeking indemnification).

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (ato the extent not reimbursed or otherwise paid by the Borrower (pursuant to Section 10.5 hereof)) (i) to reimburse on demand the Administrative Agent Agent, in the amount of its Term Percentage, for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations administration or enforcement thereof, not reimbursed by the Borrower or the Guarantors thereof and (bii) to indemnify and hold harmless the Administrative Agent and any of its Related Partiesdirectors, officers, employees, or agents, on demand, in the amount equal to such Lender’s Aggregate Exposure of its Term Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Fundamental Documents to the extent not reimbursed by the Borrower or the Guarantors one of its Subsidiaries (except such as shall result from its the gross negligence or willful misconductmisconduct of the Person seeking indemnification).

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent (and the Collateral Agent) for such LenderXxxxxx’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and the Collateral Agent and any of its their Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower Co-Borrowers or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower Co-Borrowers or the Guarantors (except such as shall result from its gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (a) The Lenders agree to reimburse on demand and indemnify the Administrative Agent ratably in proportion to their respective Commitments and/or Loans for such Lender’s Aggregate Exposure Percentage of (i) any expenses and fees incurred amounts not reimbursed by Whirlpool for which the benefit of the Lenders Administrative Agent (acting as such) is entitled to reimbursement by Whirlpool under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid (ii) for services rendered any other expenses not reimbursed by Whirlpool incurred by the Administrative Agent on behalf of the Lenders, and any other expense incurred in connection with the operations or preparation, execution, delivery, administration and enforcement thereofof the Loan Documents, not reimbursed by the Borrower or the Guarantors and (biii) to indemnify and hold harmless the Administrative Agent and for any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or and nature whatsoever and not reimbursed by Whirlpool which may be imposed on, incurred by, by or asserted against it or any of them the Administrative Agent (acting as such) in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken other document delivered in connection therewith or omitted by it the transactions contemplated thereby, or any the enforcement of them under this Agreement or any of the Loan Documents terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent not reimbursed by they arise from the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct)misconduct of the Administrative Agent.

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent for such Lender’s 's Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s 's Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent (and the Collateral Agent) for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and the Collateral Agent and any of its itstheir Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (a) The Lenders agree to reimburse on demand and indemnify the Administrative Agent Agents ratably in proportion to the Lenders' respective Pro Rata Shares (i) for such Lender’s Aggregate Exposure Percentage any amounts not reimbursed by the Borrower for which the Agents or either of any expenses and fees incurred for them are entitled to reimbursement by the benefit of the Lenders Borrower under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation (ii) for any other expenses 107 incurred by the Agents or either of agents and employees paid for services rendered them on behalf of the Lenders, and any other expense incurred in connection with the operations or preparation, execution, delivery, administration and enforcement thereof, of the Loan Documents and not reimbursed by the Borrower or the Guarantors and (biii) to indemnify and hold harmless the Administrative Agent and extent not reimbursed by the Borrower, for any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or and nature whatsoever which may be imposed on, incurred by, by or asserted against it the Agents or any either of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken other document delivered in connection therewith or omitted by it the transactions contemplated thereby, or any the enforcement of them under this Agreement or any of the Loan Documents terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent not reimbursed any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have arisen solely from the Borrower or the Guarantors (except such as shall result from its gross negligence Gross Negligence or willful misconduct)misconduct of the applicable Agent.

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconductmisconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction).

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent (and the Collateral Trustee) for such Lender’s 's Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and the Collateral Trustee and any of its their Related Parties, on demand, in the amount equal to such Lender’s 's Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (a) The Lenders agree to reimburse on demand and indemnify the Administrative Agent ratably in proportion to their respective Commitments and/or Loans for such Lender’s Aggregate Exposure Percentage of (i) any expenses and fees incurred amounts not reimbursed by the Loan Parties for which the benefit of Administrative Agent (acting as such) is entitled to reimbursement by the Lenders Loan Parties under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid (ii) for services rendered any other expenses not reimbursed by the Loan Parties incurred by the Administrative Agent on behalf of the Lenders, and any other expense incurred in connection with the operations or preparation, execution, delivery, administration and enforcement thereofof the Loan Documents, not reimbursed by the Borrower or the Guarantors and (biii) to indemnify and hold harmless the Administrative Agent and for any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or and nature whatsoever and not reimbursed by the Loan Parties which may be imposed on, incurred by, by or asserted against it or any of them the Administrative Agent (acting as such) in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken other document delivered in connection therewith or omitted by it the transactions contemplated thereby, or any the enforcement of them under this Agreement or any of the Loan Documents terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent not reimbursed by they arise from the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct)misconduct of the Administrative Agent.

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent (and the Collateral Agent) for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and the Collateral Agent and any of its their Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (a) The Lenders agree to reimburse on demand and indemnify the Administrative Agent Agents ratably in proportion to the Lenders' respective Pro Rata Shares (i) for such Lender’s Aggregate Exposure Percentage any amounts not reimbursed by the Borrower for which the Agents or either of any expenses and fees incurred for them are entitled to reimbursement by the benefit of the Lenders Borrower under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation (ii) for any other expenses incurred by the Agents or either of agents and employees paid for services rendered them on behalf of the Lenders, and any other expense incurred in connection with the operations or preparation, execution, delivery, administration and enforcement thereof, of the Loan Documents and not reimbursed by the Borrower or the Guarantors and (biii) to indemnify and hold harmless the Administrative Agent and extent not reimbursed by the Borrower, for any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or and nature whatsoever which may be imposed on, incurred by, by or asserted against it the Agents or any either of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken other document delivered in connection therewith or omitted by it the transactions contemplated thereby, or any the enforcement of them under this Agreement or any of the Loan Documents terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent not reimbursed any of the foregoing is found in a final non- appealable judgment by a court of competent jurisdiction to have arisen solely from the Borrower or the Guarantors (except such as shall result from its gross negligence Gross Negligence or willful misconduct)misconduct of the applicable Agent.

Reimbursement and Indemnification. Each Lender agrees (a) holder of Notes shall --------------------------------- reimburse and indemnify the Agent to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, extent not reimbursed by the Borrower or Lessee (and without limiting the Guarantors and (b) to indemnify and hold harmless obligation of the Administrative Agent and any of its Related PartiesLessee), on demand, ratably in the amount equal proportion which the sum of the principal balance of Notes then held by such holder bears to such Lender’s Aggregate Exposure Percentagethe sum of the then outstanding principal balance of the Series A Notes and Series B Notes, from for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against it or any of them the Agent, in its capacity as such, in any way relating to or arising out of this Agreement or any of Loan Agreement, the Loan Documents Transaction Documents, the Notes or any action taken or omitted by it the Agent hereunder or thereunder, provided, that no holder shall be liable for any portion of them under this Agreement such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or any of the Loan Documents disbursements to the extent not reimbursed by that the Borrower or the Guarantors (except such as shall same result from its the Agent's gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender Bank agrees (ai) to reimburse on demand (x) the Administrative Agent for such Lender’s Aggregate Exposure Bank's Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement and any of the Loan Documents, including, without 66 72 limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the LendersBanks, and any other expense incurred in connection with the operations or enforcement thereof, thereof not reimbursed by the Borrower or the Guarantors and (by) the Agent or the Co-Agent for such Bank's Commitment Percentage of any expenses of the Agent or the Co-Agent incurred for the benefit of the Banks that the Borrower has agreed to reimburse pursuant to Section 10.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Administrative Agent, the Co-Agent and any of its Related Partiestheir respective directors, officers, employees, agents or Affiliates, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconductmisconduct as determined in a final and nonappealable judgment by a court of competent jurisdiction).. 72

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent (and the Collateral Trustee) for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and the Collateral Trustee and any of its their Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (a) The Lenders agree to reimburse on demand and indemnify the Administrative Agent ratably in proportion to their respective Commitments and/or Loans for such Lender’s Aggregate Exposure Percentage of (i) any expenses and fees incurred amounts not reimbursed by Whirlpool for which the benefit of the Lenders Administrative Agent (acting as such) is entitled to reimbursement by Whirlpool under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid (ii) for services rendered any other expenses not reimbursed by Whirlpool incurred by the Administrative Agent on behalf of the Lenders, and any other expense incurred in connection with the operations or preparation, execution, delivery, administration and enforcement thereofof the Loan Documents, not reimbursed by the Borrower or the Guarantors and (biii) to indemnify and hold harmless the Administrative Agent and for any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or and nature whatsoever and not reimbursed by Whirlpool which may be imposed on, incurred by, by or asserted against it or any of them the Administrative Agent (acting as such) in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken other document delivered in connection therewith or omitted by it the transactions contemplated thereby, or any the enforcement of them under this Agreement or any of the Loan Documents terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent not reimbursed by they arise from the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct)misconduct of the Administrative Agent as determined by a court of competent jurisdiction by final and nonappealable judgment.

Reimbursement and Indemnification. Each Lender Bank agrees (ai) to reimburse on demand (x) the Administrative Agent for such Lender’s Aggregate Exposure Bank's Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement Agreement, the Notes and any of the Loan Documents, including, without limitation, fees of counsel fees referred to in section 10.5 and compensation of agents and employees paid for services rendered on behalf of the LendersBanks, and any other expense incurred in connection with the operations or enforcement thereof, thereof not reimbursed by the Borrower or the Guarantors and (by) the Agent for such Bank's Commitment Percentage of any expenses of the Agent incurred for the benefit of the Banks that the Borrower has agreed to reimburse pursuant to Section 10.5 and has failed to so reimburse and (ii) to indemnify and hold harmless the Administrative Agent and any of its Related Partiesdirectors, officers, employees, agents or Affiliates, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement Agreement, the Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement Agreement, the Notes or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent for such LenderXxxxxx’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors Guarantor and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating 98 to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors Guarantor (except such as shall result from its gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (ai) to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure 's Tranche A Commitment Percentage or Tranche B Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (bii) to indemnify and hold harmless the Administrative Agent Agent, each Issuing Lender and any of its Related Partiestheir directors, officers, employees, agents or Affiliates, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (ai) to reimburse on demand the Administrative Agent and the Arranger, in the amount of its proportionate share, for such Lender’s Aggregate Exposure Percentage of any reasonable expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Fundamental Documents, including, without limitation, reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other reasonable expense incurred in connection with the operations administration or enforcement thereof, thereof not reimbursed by the Borrower or the Guarantors one of its Subsidiaries; and (bii) to indemnify and hold harmless the Administrative Agent and the Arranger and any of its Related Partiestheir directors, officers, employees, or agents, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Fundamental Documents to the extent not reimbursed by the Borrower or the Guarantors one of its Subsidiaries (except such as shall result from its the gross negligence or willful misconductmisconduct of the Person seeking indemnification).

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and UAL Term Loan Credit Agreement 2020 employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (ai) to reimburse on demand the Administrative Agent for such Lender’s Aggregate pro rata share (calculated on the basis of such Lender’s share of sum of the outstanding Loans and Deposit Exposure Percentage at the time) of any expenses and fees incurred for the benefit of the Lenders by it under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower Borrowers or the Guarantors and (bii) to indemnify and hold harmless the Administrative Agent and any of its Related Partiesdirectors, officers, employees, agents or Affiliates, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower Borrowers or the Guarantors (except such as shall result from its their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (ai) to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure Tranche A Commitment Percentage or Tranche B Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (bii) to indemnify and hold harmless the Administrative Agent Agent. each Issuing Lender and any of its Related Partiestheir directors, officers, employees, agents or Affiliates, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees Lenders agree to reimburse and indemnify Agent ratably (a) for any amounts (excluding principal and interest on the Loan and loan fees) not reimbursed by Borrower for which Agent is entitled to reimburse reimbursement under the Loan Documents, (b) for any other expenses incurred by Agent on demand behalf of Lender, in connection with the Administrative Agent for such Lender’s Aggregate Exposure Percentage of any expenses preparation, execution, delivery, administration and fees incurred for the benefit of the Lenders under this Agreement and any enforcement of the Loan Documents, includingif not paid by Borrower, without limitation, counsel fees and compensation of agents and employees paid (c) for services rendered any expenses incurred by Agent on behalf of Lender which may be necessary or desirable to preserve and maintain collateral or to perfect and maintain perfected the Lendersliens upon the collateral granted pursuant to this Agreement and the other Loan Documents, if not paid by Borrower, (d) for any amounts and any other expense expenses incurred by Agent on behalf of Lender in connection with any default by any Lender hereunder or under the operations or enforcement thereofother Loan Documents, if not reimbursed paid by the Borrower or the Guarantors such Lender, and (be) to indemnify and hold harmless the Administrative Agent and for any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or and nature whatsoever which may be imposed on, incurred by, by or asserted against it or any of them Agent in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken other document delivered in connection therewith or omitted by it the transactions contemplated thereby, or any the enforcement of them under this Agreement or any of the Loan Documents terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent not reimbursed by they arise from the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct)misconduct of Agent.

Reimbursement and Indemnification. Each Lender of the Lenders severally and not jointly agrees (ai) to reimburse on demand the Administrative Agent and the Lead Arranger, in the amount of its proportionate share, for such Lender’s Aggregate Exposure Percentage of any reasonable expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Fundamental Documents, including, without limitation, reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other reasonable 52 expense incurred in connection with the operations administration or enforcement thereof, thereof not reimbursed by the Borrower or the Guarantors one of its Subsidiaries; and (bii) to indemnify and hold harmless the Administrative Agent and the Lead Arranger and any of its Related Partiestheir directors, officers, employees, or agents, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Fundamental Documents to the extent not reimbursed by the Borrower or the Guarantors one of its Subsidiaries (except such as shall result from its the gross negligence or willful misconductmisconduct of the Person seeking indemnification).

Reimbursement and Indemnification. Each Lender agrees (ai) to reimburse on demand the Administrative Agent for such LenderXxxxxx’s Aggregate Exposure Tranche A Commitment Percentage or Tranche B Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (bii) to indemnify and hold harmless the Administrative Agent and any of its Related Partiesdirectors, officers, employees, agents or Affiliates, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentageof its proportionate share, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its their respective gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent (and the Collateral Administrator, the Master Collateral Agent and the Depositary) for such LenderXxxxxx’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors Loan Parties and (b) to indemnify and hold harmless the Administrative Agent, the Collateral Administrator and the Master Collateral Agent and any of its their Related Parties, on demand, in the amount equal to such LenderXxxxxx’s Aggregate Exposure Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors Loan Parties (except such as shall result from its own gross negligence or willful misconduct).

Reimbursement and Indemnification. Each Lender of the Lenders agrees (ai) to reimburse on demand the Administrative Agent for in accordance with such Lender’s Aggregate Exposure Percentage of 's Percentage, for any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, thereof not reimbursed by the Borrower or the Guarantors and (bii) to indemnify and hold harmless the Administrative Agent and any of its Related Partiesdirectors, officers, employees, or agents, on demand, in the amount equal to such accordance with each Lender’s Aggregate Exposure 's Percentage, from and against against, any and all 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 against, it or any of them in any way relating to or arising out of this Agreement the Fundamental Documents or any of the Loan Documents related agreement or document or any action taken or omitted by it or any of them under this Agreement the Fundamental Documents or any of the Loan Documents related agreement or document to the extent not reimbursed by the Borrower or the Guarantors any other Transaction Party (except such as shall result from its the gross negligence or willful misconductmisconduct of the Person to be indemnified or held harmless). To the extent indemnification payments made by the Lenders pursuant to this Section 10.6 are subsequently recovered by the Administrative Agent from the Borrower or a Transaction Party, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each Lender agrees (a) The Lenders agree to reimburse on demand and indemnify the Administrative Agent (in its respective capacity as Administrative Agent but not as Lender) ratably in proportion to their respective Commitments (i) for such Lender’s Aggregate Exposure Percentage of any amounts not reimbursed by the Borrower for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents including expenses and fees incurred for in connection with the benefit of the Lenders under this Agreement and any preparation, execution, delivery of the Loan DocumentsDocuments (but without limiting the obligation of the Borrower to do so), including, without limitation, counsel fees and compensation of agents and employees paid (ii) for services rendered any other expenses incurred by the Administrative Agent on behalf of the Lenders, and any other expense incurred in connection with the operations or administration and enforcement thereof, not reimbursed by of the Borrower or the Guarantors Loan Documents and (biii) to indemnify and hold harmless the Administrative Agent and for any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or and nature whatsoever which may be imposed on, incurred by, by or asserted against it or any of them the Administrative Agent in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken other document delivered in connection therewith or omitted by it the transactions contemplated thereby, or any the enforcement of them under this Agreement or any of the Loan Documents terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent not reimbursed by they arise from the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct)misconduct of the Administrative Agent as determined in a final, nonappealable judgment by a court of competent jurisdiction. The obligations of the Lenders under this Section 15.8 shall survive payment of the Obligations and termination of this Agreement.

Reimbursement and Indemnification. Each Lender Bank agrees (a) to reimburse on demand and indemnify the Administrative Agent for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for (to the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, extent not reimbursed by the Borrower or the Guarantors and (b) Borrowers), ratably in proportion to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Commitment Percentage, from for and against any and all liabilities, obligations, losses (other than any "losses" resulting from a failure by the Agent to receive from the Borrowers any amount owing pursuant to Section 8.12 hereof), 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 its capacity as such, in any way relating to or arising out of this Agreement, the Notes or the Security Documents or any action taken or omitted by the Agent hereunder or thereunder, provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall that they result from its (a) the Agent's gross negligence or willful misconduct), (b) a claim against the Agent or such Bank with respect to which such Bank was not given notice and the opportunity to participate in the defense thereof, at its expense, or (c) a compromise and settlement agreement entered into without the consent of such Bank.

Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on demand the Administrative Agent Agents (and the Collateral Agents and Paying Agent) for such Lender’s Aggregate Exposure Total Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agents, Collateral Agents and Paying Agent and any of its their Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Total Commitment Percentage, from and against any and all 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 it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its their respective gross negligence or willful misconduct).