Common use of Indemnification of the Administrative Agent Clause in Contracts

Indemnification of the Administrative Agent. Each Lender agrees to indemnify the Administrative Agent, to the extent not reimbursed by the Borrower (or the Servicer on the Borrower’s behalf from amounts available in the Collection Account for payment thereof), ratably across all Term Loan Series then outstanding, 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 the Administrative 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 the Administrative Agent hereunder or thereunder; provided that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction; provided, further, that no action taken in accordance with the directions of the Majority Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IX. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent, ratably across all Term Loan Series then outstanding, promptly upon demand, for any Fees due to it hereunder, out‐of‐pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Administrative Agent or Lenders hereunder or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower (or the Servicer on the Borrower’s behalf solely from the Collection Account, to the extent amounts are available therefore under Section 2.05).

Indemnification of the Administrative Agent. Each Lender and each Lender Agent agrees to indemnify the Administrative Agent, Agent (to the extent required to be so reimbursed, but not reimbursed by the Borrower (or the Servicer on the Borrower’s behalf from amounts available in the Collection Account for payment thereof), ratably across all Term Loan Series then outstandingin accordance with the Pro Rata Share of its related Lender, from and against any and all actual or prospective claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Administrative Agent hereunder or thereunder; provided that . Without limiting the Lenders shall not be liable for provisions set forth herein, each Lender Agent agrees (i) to indemnify the Administrative Agent, ratably in accordance with the Pro Rata Share of its related Lender, from and against any portion of such and all actual or prospective claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of any action taken or omitted by the Administrative Agent’s gross negligence , hereunder or willful misconduct as determined in a final decision by a court under any of competent jurisdiction; providedthe other Transaction Documents, further, that no action taken in accordance with the directions of the Majority Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IX. Without limitation of the foregoing, each Lender agrees Agents and (ii) to reimburse the Administrative Agent, ratably across all Term Loan Series then outstandingin accordance with the Pro Rata Share of its related Lender, promptly upon demand, demand for any Fees due to it hereunder, out‐of‐pocket out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Administrative Agent Lender Agents or Lenders hereunder or and/or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower (or the Servicer on Collateral Manager. Indemnification provisions survive and remain in full force and effect regardless of repayment of the Borrower’s behalf solely from obligations, the Collection Accountexpiration or termination of the Lenders’ commitments, the termination of this Agreement, or the resignation and removal of the Administrative Agent. In no event shall the Administrative Agent be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the extent amounts are available therefore performance of its duties under Section 2.05).the Transaction Documents or in the exercise of any of its rights or powers under this Agreement. 104

Indemnification of the Administrative Agent. Each Lender Agent agrees to indemnify the Administrative Agent, Agent (to the extent not reimbursed by the Borrower (or the Servicer on the Borrower’s behalf from amounts available in the Collection Account for payment thereofServicer), ratably across all Term Loan Series then outstandingin accordance with the Pro Rata Share of its related Lender, 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 the Administrative 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 the Administrative Agent hereunder or thereunder; provided that the Lenders Lender Agents shall not be liable for any portion of such -128- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdictionmisconduct; provided, further, that no action taken in accordance with the directions of the Majority Lenders Lender Agents shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IX. Without limitation of the foregoing, each Lender Agent agrees to reimburse the Administrative Agent, ratably across all Term Loan Series then outstandingin accordance with the Pro Rata Share of its related Lender, promptly upon demand, demand for any Fees due to it hereunder, out‐of‐pocket reasonable out-of-pocket expenses (including counsel reasonable attorneys’ fees, costs and expenses) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Administrative Agent Lender Agents or Lenders hereunder or and/or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower (or the Servicer on the Borrower’s behalf solely from the Collection Account, to the extent amounts are available therefore under Section 2.05)Servicer.

Indemnification of the Administrative Agent. Each Lender agrees to Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify the Administrative Agent, upon demand each Agent‑Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the Borrower (or the Servicer on the Borrower’s behalf from amounts available in the Collection Account for payment thereofobligation of any Loan Party to do so), ratably across all Term Loan Series then outstandingpro rata, and hold harmless each Agent‑Related Person 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, Indemnified Liabilities to the extent incurred by, or asserted against the Administrative 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 the Administrative Agent hereunder or thereunderit; provided that the Lenders no Lender shall not be liable for the payment to any Agent‑Related Person of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnified Liabilities to the extent resulting from the Administrative Agentsuch Agent‑Related Person’s own gross negligence or willful misconduct misconduct, as determined in a by the final decision by non‑appealable judgment of a court of competent jurisdiction; provided, further, provided that no action taken in accordance with the directions of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IXSection 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender agrees to shall reimburse the Administrative Agent, ratably across all Term Loan Series then outstanding, promptly Agent upon demand, demand for its ratable share of any Fees due to it hereunder, out‐of‐pocket costs or out‑of‑pocket expenses (including counsel feesAttorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the Agreement, any other Transaction DocumentsLoan Document, or any document contemplated by or referred to the extent that such expenses are incurred in the interests of or otherwise in respect of the Administrative Agent or Lenders hereunder or thereunder and herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower (or Borrower; provided that such reimbursement by the Servicer on Lenders shall not affect the Borrower’s behalf solely from continuing reimbursement obligations with respect thereto, if any. The undertaking in this Section 9.07 shall survive termination of the Collection AccountAggregate Commitments, to the extent amounts are available therefore under Section 2.05)payment of all other Obligations and the resignation or removal of the Administrative Agent.

Indemnification of the Administrative Agent. Each Lender agrees to indemnify the Administrative Agent, to To the extent not reimbursed by or on behalf of the Borrower Loan Parties and without limiting the obligation of the Loan Parties to do so, the Lenders shall indemnify and hold harmless the Administrative Agent and each other Related Person (or solely to the Servicer extent any such Related Person was performing services on behalf of the Borrower’s behalf from amounts available in the Collection Account for payment thereof), ratably across all Term Loan Series then outstanding, Administrative Agent) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnified Liabilities incurred by it. The indemnification obligations of the Lenders under this Section shall be several and based on the amount of the Term Loan held by each such Lender. In the case of any kind investigation, litigation or nature whatsoever which may be imposed onproceeding giving rise to any Indemnified Liabilities, incurred bythis Section 9.06 applies whether any such investigation, litigation or asserted against the Administrative Agent in proceeding is brought by any way relating to or arising out of this Agreement Lender or any of the other Transaction Documents, or any action taken or omitted by the Administrative Agent hereunder or thereunder; provided that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction; provided, further, that no action taken in accordance with the directions of the Majority Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IXPerson. Without limitation of the foregoing, each Lender severally agrees to reimburse the Administrative Agent, ratably across all Agent upon demand for its ratable share (based on the amount of the Term Loan Series then outstanding, promptly upon demand, for held by each such Lender) of any Fees due to it hereunder, out‐of‐pocket costs or out-of-pocket expenses (including counsel feesAttorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the Agreement, any other Transaction DocumentsLoan Document, or any document contemplated by or referred to the extent that such expenses are incurred in the interests of or otherwise in respect of the Administrative Agent or Lenders hereunder or thereunder and herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower (or Loan Parties, provided that such reimbursement by the Servicer on Lenders shall not affect the Borrower’s behalf solely from Loan Parties’ continuing reimbursement obligations with respect thereto. Notwithstanding the Collection Accountforegoing provisions of this Section, the indemnity provided by the Lenders in this Section shall not be available to the extent amounts that such losses, claims, damages, liabilities or related expenses are available therefore under determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent or a Related Person. The undertaking in this Section 2.05)9.06 shall survive termination of the Term Loan, the payment of all other Obligations and the resignation of the Administrative Agent.

Indemnification of the Administrative Agent. Each Lender agrees to indemnify the Administrative Agent, Agent (to the extent not reimbursed by the Borrower (or the Servicer on the Borrower’s behalf from amounts available in the Collection Account for payment thereofParties), ratably across all Term Loan Series then outstandingin accordance with such Xxxxxx’s Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable out-of-pocket expenses or and disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or Agreement, any of the other Transaction Documents, Documents or any action taken or omitted to be taken by the Administrative Agent hereunder or thereunder; provided that the Lenders shall will not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable out-of-pocket expenses or and disbursements resulting from the Administrative Agent’s bad faith, fraud, gross negligence or willful misconduct as determined in a final decision by a court misconduct. The payment of competent jurisdiction; provided, further, that no action taken in accordance with the directions of the Majority Lenders shall amounts under this Section 11.5 will be deemed to constitute gross negligence or willful misconduct for purposes of this Article IXon an after-Tax basis. Without limitation of limiting the foregoing, each Lender agrees to reimburse the Administrative AgentAgent (to the extent not reimbursed by the Borrower Parties), ratably across all Term Loan Series then outstandingin accordance with such Xxxxxx’s Pro Rata Share, promptly upon demand, demand for any Fees due to it hereunder, out‐of‐pocket out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, Documents to the extent that such expenses are incurred in the interests of or otherwise in respect of the Administrative Agent or Lenders hereunder or thereunder and to the extent that thereunder. In no event will the Administrative Agent is not reimbursed be liable for special, indirect, punitive or consequential losses or damages of any kind whatsoever (including lost profits), even if the Administrative Agent has been advised of the likelihood of such expenses by damages and regardless of the Borrower (or the Servicer on the Borrower’s behalf solely from the Collection Account, to the extent amounts form of action in which such damages are available therefore under Section 2.05)sought.

Indemnification of the Administrative Agent. Each Lender the Issuing Bank and the Lenders. The Borrower agrees (a) to indemnify and hold harmless the Administrative Agent, the Issuing Bank and the Lenders and their respective directors, officers, employees, trustees and agents (to the full extent not reimbursed permitted by the Borrower (or the Servicer on the Borrower’s behalf from amounts available in the Collection Account for payment thereof), ratably across all Term Loan Series then outstanding, law) from and against any and all liabilitiesclaims, obligationsdemands, losses, damagesjudgments and liabilities (including liabilities for penalties) of whatsoever nature, penaltiesand (b) to pay to the Administrative Agent and the Issuing Bank an amount equal to the amount of all costs and expenses, actionsincluding reasonable legal fees and disbursements, and with regard to both (a) and (b) growing out of or resulting from any litigation, investigation or other proceedings relating to the Collateral, this Credit Agreement, the Copyright Security Agreements, the Pledgeholder Agreements and the Letters of Credit, the making of the Loans, any attempt to audit, inspect, protect or sell the Collateral, or the administration and enforcement or exercise of any right or remedy granted to the Administrative Agent, the Issuing Bank or Lenders hereunder or thereunder but excluding therefrom all claims, demands, losses, judgments, suitsliabilities, costscosts and expenses arising out of or resulting from the gross negligence or willful misconduct of the Lenders, expenses the Issuing Bank or disbursements of the Administrative Agent claiming indemnification hereunder. The foregoing indemnity agreement includes any kind reasonable costs incurred by the Administrative Agent, the Issuing Bank or nature whatsoever the Lenders in connection with any action or proceeding which may be imposed on, incurred by, or asserted against the Administrative Agent instituted in any way relating to or arising out of this Agreement or any respect of the other Transaction Documents, or any action taken or omitted foregoing by the Administrative Agent hereunder or thereunder; provided that the Issuing Bank, or by any other Person either against the Lenders or in connection with which any officer, director, agent or employee of the Administrative Agent, the Issuing Bank or the Lenders is called as a witness or deponent, including, but not limited to, the reasonable fees and disbursements of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent and the Issuing Bank, and any out-of-pocket costs incurred by the Administrative Agent, the Issuing Bank or the Lenders in appearing as a witness or in otherwise complying with legal process served upon them. Except as otherwise required by Applicable Law which may not be waived, the Lenders shall not be liable to the Borrower for any portion of such liabilitiesmatter or thing in connection with this Credit Agreement other than their express obligations hereunder, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as determined in a final decision including obligations to make Loans and account for moneys actually received by a court of competent jurisdiction; provided, further, that no action taken them in accordance with the directions terms hereof. If any Credit Party shall fail to do any act or thing which it has covenanted to do hereunder, under any other Fundamental Document or under a Completion Guarantee, or any representation or warranty of the Majority Lenders any Credit Party shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IX. Without limitation of the foregoingbreached, each Lender agrees to reimburse the Administrative AgentAgent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach and if the Administrative Agent does the same or causes it to be done, ratably across all Term Loan Series then outstanding, promptly upon demand, for any Fees due there shall be added to it hereunder, out‐of‐pocket expenses (including counsel fees) the Obligations hereunder the cost or expense incurred by the Administrative Agent in connection with the administrationso doing, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of any and all amounts expended by the Administrative Agent or Lenders hereunder or thereunder in taking any such action shall be repayable to it upon its demand therefor and shall bear interest at a rate per annum of 2% in excess of the Alternate Base Rate from time to time in effect from the date advanced to the extent that date of repayment. All indemnities contained in this Section 13.5 shall survive the Administrative Agent is not reimbursed for expiration or earlier termination of this Credit Agreement, each other Fundamental Document and the payment of the Loans, and shall inure to the benefit of any Person who was a Lender notwithstanding such expenses by Person's assignment of all its Loans and Commitments. Notwithstanding anything in this Section 13.5 to the contrary, no Lender shall be liable to the Borrower for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, the Servicer on other Fundamental Documents and the Borrower’s behalf solely from the Collection Account, to the extent amounts are available therefore under Section 2.05)transactions contemplated hereby and thereby.

Indemnification of the Administrative Agent. Each Lender the ------------------------------------------------ Fronting Bank and the Lenders. The Borrower agrees (a) to indemnify and hold ----------------------------- harmless the Administrative Agent, the Fronting Bank and the Lenders and their respective directors, officers, employees, trustees and agents (to the full extent not reimbursed permitted by the Borrower (or the Servicer on the Borrower’s behalf from amounts available in the Collection Account for payment thereof), ratably across all Term Loan Series then outstanding, law) from and against any and all liabilitiesclaims, obligationsdemands, losses, damagesjudgments and liabilities (including liabilities for penalties) of whatsoever nature, penaltiesand (b) to pay to the Administrative Agent and the Fronting Bank an amount equal to the amount of all costs and expenses, actionsincluding reasonable legal fees and disbursements, and with regard to both (a) and (b) growing out of or resulting from any litigation, investigation or other proceedings relating to the Collateral, this Credit Agreement, the Copyright Security Agreements, the Trademark Security Agreement, the Pledgeholder Agreements and the Letters of Credit, the making of the Loans, any attempt to audit, inspect, protect or sell the Collateral, or the administration and enforcement or exercise of any right or remedy granted to the Administrative Agent, the Fronting Bank or Lenders hereunder or thereunder but excluding therefrom all claims, demands, losses, judgments, suitsliabilities, costscosts and expenses arising out of or resulting from (i) the gross negligence or willful misconduct of the Lenders, expenses the Fronting Bank or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent claiming indemnification hereunder, (ii) litigation between the Borrower and the Administrative Agent, the Fronting Bank or the Lenders in connection with the Fundamental Documents or in any way relating to the transactions contemplated hereby if, after final non-appealable judgment, the Administrative Agent, the Fronting Bank or arising out of this Agreement the Lenders are not the prevailing party or parties in such litigation and (iii) litigation among the Lenders or between the Administrative Agent and/or the Fronting Bank and the Lenders in connection with the Fundamental Documents or in any way relating to the transactions contemplated hereby. The foregoing indemnity agreement includes any reasonable costs incurred by the Administrative Agent, the Fronting Bank or the Lenders in connection with any action or proceeding which may be instituted in respect of the other Transaction Documents, or any action taken or omitted foregoing by the Administrative Agent hereunder or thereunder; provided that the Fronting Bank, or by any other Person either against the Lenders or in connection with which any officer, director, agent or employee of the Administrative Agent, the Fronting Bank or the Lenders is called as a witness or deponent, including, but not limited to, the reasonable fees and disbursements of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent and the Fronting Bank, and any out-of-pocket costs incurred by the Administrative Agent, the Fronting Bank or the Lenders in appearing as a witness or in otherwise complying with legal process served upon them. Except as otherwise required by Applicable Law which may not be waived, the Lenders shall not be liable to the Borrower for any portion of such liabilitiesmatter or thing in connection with this Credit Agreement other than their express obligations hereunder, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as determined in a final decision including obligations to make Loans and account for moneys actually received by a court of competent jurisdiction; provided, further, that no action taken them in accordance with the directions terms hereof. Whenever the provisions of this Credit Agreement or any other Fundamental Document provide that, if any Credit Party shall fail to do any act or thing which it has covenanted to do hereunder, the Majority Lenders Administrative Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach and if the Administrative Agent does the same or causes it to be done, there shall be deemed added to constitute gross negligence the Obligations hereunder the cost or willful misconduct for purposes of this Article IX. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent, ratably across all Term Loan Series then outstanding, promptly upon demand, for any Fees due to it hereunder, out‐of‐pocket expenses (including counsel fees) expense incurred by the Administrative Agent in connection with the administrationso doing, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of any and all amounts expended by the Administrative Agent or Lenders hereunder or thereunder in taking any such action shall be repayable to it upon its demand therefor and shall bear interest at 4% in excess of the Alternate Base Rate from time to time in effect from the date advanced to the extent that date of repayment. All indemnities contained in this Section 11.5 shall survive the Administrative Agent is not reimbursed for such expenses by the Borrower (expiration or the Servicer on the Borrower’s behalf solely from the Collection Account, earlier termination of this Credit Agreement and shall inure to the extent amounts are available therefore under Section 2.05)benefit of any Person who was a Lender notwithstanding such Person's assignment of all its Loans and Commitments.

Indemnification of the Administrative Agent. Each Lender agrees to indemnify the Administrative Agent, Agent (to the extent not reimbursed by the Borrower (or and without limiting the Servicer on obligation of the Borrower’s behalf from amounts available Borrower to do so) pro rata in the Collection Account for payment thereof), ratably across all Term Loan Series then outstandingaccordance with such Lender's respective 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 at any time be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement the Loan Documents (collectively "Indemnifiable Amounts"), any transaction contemplated hereby or any of the other Transaction Documents, thereby or any action taken or omitted by the Administrative Agent hereunder or thereunderunder the Loan Documents; provided provided, however, that the Lenders no Lender shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Indemnifiable Amounts to the extent resulting from the Administrative Agent’s 's gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction; providedor, further, that no action taken in accordance with if the directions Administrative Agent fails to follow the written direction of the Majority Requisite Lenders shall be deemed unless such failure is pursuant to constitute gross negligence or willful misconduct for purposes the advice of this Article IXcounsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent, ratably across all Term Loan Series then outstanding, Agent promptly upon demand, demand for its ratable share of any Fees due to it hereunder, out‐of‐pocket out-of-pocket expenses (including counsel feesfees of the counsel(s) of the Administrative Agent's own choosing) incurred by the Administrative Agent in connection with the preparation, execution, 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 and the other Transaction Loan Documents, to the extent that such expenses are incurred in the interests of any suit or otherwise in respect of action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any "lender liability" suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders hereunder or thereunder and arising under any Environmental Laws, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower Borrower. Such out-of-pocket expenses (or including counsel fees) shall be advanced by the Servicer Lenders on the Borrower’s behalf solely from request of the Collection Account, Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loan and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the extent amounts are available therefore under Section 2.05)Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of the Administrative Agent. Each Lender agrees to indemnify the Administrative Agent, to the extent not reimbursed by the Borrower (or the Servicer on the Borrower’s 's behalf from amounts available in the Collection Account for payment thereof), ratably across all Term Loan Series then outstanding, 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 the Administrative 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 the Administrative Agent hereunder or thereunder; provided that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s 's gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction; provided, further, that no action taken in accordance with the directions of the Majority Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IX. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent, ratably across all Term Loan Series then outstanding, promptly upon demand, for any Fees due to it hereunder, out‐of‐pocket out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Administrative Agent or Lenders hereunder or 101 thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower (or the Servicer on the Borrower’s 's behalf solely from the Collection Account, to the extent amounts are available therefore under Section 2.05).

Indemnification of the Administrative Agent. Each Whether or not the transactions contemplated hereby are consummated, each Lender agrees to shall indemnify the Administrative Agent, upon demand each Agent Party (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligations of any Loan Party to do so) on a pro rata basis (or determined as of the Servicer time that the applicable payment is sought based on the Borrowereach Lender’s behalf from amounts available in the Collection Account for payment thereof), ratably across all Term Loan Series then outstanding, from ratable share at such time) and hold harmless each Agent Party 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, Indemnified Liabilities incurred by, or asserted against the Administrative 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 the Administrative Agent hereunder or thereunderit; provided that the Lenders (a) no Lender shall not be liable for payment to any Agent Party of any portion of such liabilitiesIndemnified Liabilities to the extent determined in a final, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting nonappealable judgment of a court of competent jurisdiction to have resulted from the Administrative Agent’s such Agent Party own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction; provided, further, that (and no action taken in accordance with the directions of the Majority Lenders Required Lender shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IXSection) and (b) to the extent any Issuing Bank or Swingline Lender is entitled to indemnification under this Section solely in its capacity and role as an Issuing Bank or as a Swingline Lender, as applicable, only the Revolving Lenders shall be required to indemnify such Issuing Bank or such Swingline Lender, as the case may be, in accordance with this Section (determined as of the time that the applicable payment is sought based on each Revolving Lender’s Revolving Exposure thereof at such time). In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender agrees to shall reimburse the Administrative Agent, ratably across all Term Loan Series then outstanding, promptly Agent upon demand, demand for its ratable share of any Fees due to it hereunder, out‐of‐pocket costs or out-of-pocket expenses (including counsel the fees, disbursements and other charges of counsel) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or and responsibilities under, this Agreement and the Agreement, any other Transaction DocumentsLoan Document, or any document contemplated by or referred to the extent that such expenses are incurred in the interests of or otherwise in respect of the Administrative Agent or Lenders hereunder or thereunder and herein, to the extent that the Administrative Agent is not reimbursed for such costs or expenses by or on behalf of the Borrower (or the Servicer on but without limitation of the Borrower’s behalf solely from the Collection Account, obligations to the extent amounts are available therefore under Section 2.05provide such reimbursement).

Indemnification of the Administrative Agent. Each Lender agrees to indemnify the Administrative Agent, to the extent not reimbursed by the Borrower (or the Servicer on the Borrower’s behalf from amounts available in the Collection Account for payment thereof), ratably across all Term Loan Series then outstanding, 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 the Administrative 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 the Administrative Agent hereunder or thereunder; provided that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction; provided, further, that no action taken in accordance with the directions of the Majority Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IX. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent, ratably across all Term Loan Series then outstanding, promptly upon demand, for any Fees due to it hereunder, out‐of‐pocket out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Administrative Agent or Lenders hereunder or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower (or the Servicer on the Borrower’s behalf solely from the Collection Account, to the extent amounts are available therefore under Section 2.05).

Indemnification of the Administrative Agent. Each Lender agrees to indemnify In consideration of the execution and delivery of this Agreement by the Administrative Agent, each Advance Funding Provider, ratably according to its respective Commitment, hereby agrees to indemnify and hold the Administrative Agent and each of its officers, directors, employees, affiliates and agents (collectively, the “Administrative Agent Indemnified Parties”) harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and reasonable costs and expenses incurred in connection therewith (solely to the extent not reimbursed by or on behalf of the Borrower (or the Servicer on Guarantors) (irrespective of whether any such Administrative Indemnified Party is a party to the Borrower’s behalf from amounts available action for which indemnification hereunder is sought and including, without limitation, any liability in connection with the Collection Account for payment thereofCommitments), ratably across all Term Loan Series then outstandingincluding reasonable attorneys’ fees and disbursements (collectively, from and against any and all liabilitiesthe “Administrative Indemnified Liabilities”), obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Administrative Agent hereunder or thereunder; provided that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction; provided, further, that no action taken in accordance with the directions of the Majority Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IX. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent, ratably across all Term Loan Series then outstanding, promptly upon demand, for any Fees due to it hereunder, out‐of‐pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment Indemnified Parties or enforcement any of them (whether through negotiationsin prosecuting or defending against such actions, legal proceedings suits or otherwiseclaims) to the extent resulting from, or arising out of, or legal advice in respect relating to the entering into and performance of rights or responsibilities under, this Agreement and the any other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect Related Document by any of the Administrative Agent Indemnified Parties, except for any such Administrative Indemnified Liabilities arising for the account of a particular Administrative Indemnified Party by reason of the relevant Administrative Indemnified Party’s gross negligence, bad faith or Lenders hereunder or thereunder willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Advance Funding Provider, ratably according to its respective Commitment, hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Administrative Agent Indemnified Liabilities that is not reimbursed permissible under applicable law. The indemnity set forth in this Section 9.05(c) shall in no event include indemnification for such expenses consequential or indirect damages of any kind or for any Advance Funding Taxes which shall be covered by the Borrower (or expressly excluded from) the Servicer on the Borrower’s behalf solely from the Collection Account, to the extent amounts are available therefore under indemnification provided in Section 2.05)3.08.

Indemnification of the Administrative Agent. Each Lender Liquidity Bank agrees to indemnify the Administrative Agent, Agent (to the extent not reimbursed by the Borrower (Seller or the Servicer on the Borrower’s behalf from amounts available in the Collection Account for payment thereofServicer), ratably across all Term Loan Series in accordance with its Commitment (or, if the Commitments have been terminated, then outstanding, ratably according to the respective amounts of the sum of (x) the aggregate Advances Outstanding funded by it plus (y) the additional Advances it may be required to fund under the applicable Liquidity Agreement) 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 the Administrative 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 the Administrative Agent hereunder or thereunder; provided that none of the Lenders Liquidity Banks shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction; provided, further, that no action taken in accordance with the directions of the Majority Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IXmisconduct. Without limitation of the foregoing, each Lender Liquidity Bank agrees to reimburse the Administrative Agent, ratably across all Term Loan Series in accordance with its Commitment (or, if the Commitments have been terminated, then outstanding, ratably according to the respective amounts of the sum of (x) the aggregate Advances Outstanding funded by it plus (y) the additional Advances it may be required to fund under the applicable Liquidity Agreement) promptly upon demand, demand for any Fees due to it hereunder, out‐of‐pocket out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Administrative Agent or Lenders hereunder or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower (Seller or the Servicer on the Borrower’s behalf solely from the Collection Account, to the extent amounts are available therefore under Section 2.05).Servicer. 132