Common use of Reimbursement and Indemnification Clause in Contracts

Reimbursement and Indemnification. Each of the Lenders agrees (i) to reimburse the Agent in accordance with such Lender's Percentage, for any expenses and fees incurred for the benefit of the Lenders under the 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 not reimbursed by the Borrower, and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, or agents, on demand, in accordance with each Lender'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 the Fundamental Documents or any action taken or omitted by it or any of them under the Fundamental Documents to the extent not reimbursed by the Borrower (except such as shall result from 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with for such Lender's Percentage, for ’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (iib) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, or agentsRelated Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their its gross negligence or willful misconductmisconduct as determined in a final and nonappealable judgment by a court of competent jurisdiction). 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with for such Lender's Percentage, for ’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (iib) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, or agentsRelated Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their its 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 of the Lenders severally and not jointly agrees (i) to reimburse the Administrative Agent and the Joint Lead Arrangers, in accordance with such Lender's Percentagethe amount of its proportionate share, for any reasonable expenses and fees incurred for the benefit of the Lenders under the 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 not reimbursed by the Borrower, Borrower or one of its Subsidiaries; and (ii) to indemnify and hold harmless the Administrative Agent and the Joint Lead Arrangers and any of its their directors, officers, employees, or agents, on demand, in accordance with each Lender's Percentagethe 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 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 the Fundamental Documents or any action taken or omitted by it or any of them under the Fundamental Documents to the extent not reimbursed by the Borrower or one of its Subsidiaries (except such as shall result from their the gross negligence or willful misconductmisconduct of the Person seeking indemnification). 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 of the Lenders Bank agrees (i) to reimburse (x) the Agent in accordance with for such LenderBank's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement and any of the Fundamental Loan Documents, including, without 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 not reimbursed by the Borrower, Borrower or the Guarantors and (y) 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 10.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (i) to reimburse (x) the Agent in accordance with Agents for such Lender's Percentage, for ’s Applicable Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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, Loan Parties and (y) the Agents for such Lender’s Applicable Percentage of any expenses of the Agents incurred for the benefit of the Lenders that the Loan Parties have agreed to reimburse pursuant to Section 9.5 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agent Agents and any of its their directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower Loan Parties (except such as shall result from their respective 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with (and the Collateral Agent) for such Lender's Percentage, for ’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (iib) to indemnify and hold harmless the Administrative Agent and the Collateral Agent and any of its directors, officers, employees, or agentstheir Related Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (i) to reimburse (x) the Agent in accordance with for such Lender's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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, Borrower or the Guarantors and (y) the Agent for such Lender's Commitment Percentage of any expenses of the Agent incurred for the benefit of the Lenders 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 Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (i) to reimburse (x) the Administrative Agent in accordance with for such Lender's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 and (y) the Administrative Agent for such Lender's Commitment Percentage of any expenses of the Administrative Agent incurred for the benefit of the Lenders that the Borrowers have agreed to reimburse pursuant to Section 9.5 and has failed to so reimburse and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower Borrowers (except such as shall result from their respective 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 of the Lenders Bank agrees (i) to reimburse the Administrative Agent in accordance with the amount of such LenderBank's Percentage, for proportionate share of any expenses and fees incurred for the benefit of the Lenders under the Fundamental DocumentsBanks, including, without limitation, including 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 not reimbursed by the Borrower, and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, employees or agents, on demand, in accordance with each Lender's Percentagethe amount of its proportionate share, 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, by or asserted against it or any of them in any way relating to or arising out of this Agreement, or under the other Fundamental Documents or any action taken or omitted by it or any of them under this Agreement or under the other Fundamental Documents Documents, to the extent not reimbursed by the Borrower (except Borrower; provided, however, that no Bank shall be liable for any portion of such as shall result liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from their the gross negligence or willful misconduct). To misconduct of the extent indemnification payments made by the Lenders pursuant to this Section 11.6 are subsequently recovered by the Administrative Agent from the Borroweror any of its directors, the Agent will promptly refund such previously paid indemnity payments to the Lendersofficers, employees or agents.

Reimbursement and Indemnification. Each of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with (and the Collateral Trustee) for such Lender's Percentage, for ’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (iib) to indemnify and hold harmless the Administrative Agent and the Collateral Trustee and any of its directors, officers, employees, or agentstheir Related Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their its 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 of the Lenders agrees (i) to reimburse the Administrative Agent in accordance with for such Lender's Percentage, for ’s Pro Rata Share of any expenses and fees incurred for the benefit of the Lenders under the 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 not reimbursed by or on behalf of the Borrower, Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, or agents, on demand, in accordance with each such Lender's ’s 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 any of the Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under the any Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrower or any Credit Party (except such as shall result from their its gross negligence or willful misconduct). To the extent indemnification payments made by the Lenders pursuant to this Section 11.6 12.6 are subsequently recovered by the Administrative Agent from the Borrowera Credit Party, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each of the Lenders Lender agrees (i) to reimburse the Agent in accordance with for such Lender's Percentage, for 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 Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (ia) to reimburse the on demand each Agent in accordance with for such Lender's Percentage, for ’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (iib) to indemnify and hold harmless the each Agent and any of its directors, officers, employees, or agentsRelated Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their its gross negligence or willful misconductmisconduct as determined in a final and nonappealable judgment by a court of competent jurisdiction). 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 of the Lenders Lender agrees (i) to reimburse the Administrative Agent in accordance with for such Lender's ’s Tranche A Commitment Percentage, for Tranche B Commitment Percentage or Tranche C Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (ii) to indemnify and hold harmless the Agent Administrative Agent. each Issuing Lender and any of its their directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with (and the Collateral Agent) for such Lender's Percentage, for Xxxxxx’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower and (iib) to indemnify and hold harmless the Administrative Agent and the Collateral Agent and any of its directors, officers, employees, or agentstheir Related Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower (except such as shall result from their its 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 of the Lenders Lender agrees (i) to reimburse (x) the Agent in accordance with for such Lender's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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, Borrower or the Guarantors and (y) the Agent for such Lender's Commitment Percentage of any expenses of the Agent incurred for the benefit of the Lenders that the Borrower has agreed to reimburse pursuant to Section 11.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with (and the Collateral Agent) for such Lender's Percentage, for ’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower and (iib) to indemnify and hold harmless the Administrative Agent and the Collateral Agent and any of its directors, officers, employees, or agentsitstheir Related Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower (except such as shall result from their its 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 of the Lenders Lender agrees (i) to reimburse (x) the Administrative Agent in accordance with for such Lender's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental Loan Documents, including, without limitation, counsel fees and disbursements and compensation of agents and employees paid for services rendered on behalf of the Administrative Agent or the Lenders, and any other expense incurred in connection with the operations or enforcement thereof of the Loan Documents, in each case to the extent not reimbursed by the Borrower, Borrower or the Guarantors pursuant to Section 10.5 or otherwise and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 whatsoever which may be imposed posed 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct). To the extent indemnification payments made , as determined 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 Lendersfinal judgment of a court of competent jurisdiction).

Reimbursement and Indemnification. Each of the Lenders Lender agrees (i) to reimburse (x) the Agent in accordance with for such Lender's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (y) the Agent for such Bank's Commitment Percentage of any expenses of the Agent incurred for the benefit of the Lenders 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 Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (i) to reimburse the Administrative Agent in accordance with for such Lender's Percentage, for ’s Commitment Percentage of (x) any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 and (y) any expenses of the Administrative Agent incurred for the benefit of the Lenders that the Borrowers have agreed to reimburse pursuant to Section 10.05 and have failed to so reimburse and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower Borrowers (except such as shall result from their respective 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 of the Lenders severally and not jointly agrees (to the extent not reimbursed or otherwise paid by the Borrower (pursuant to Section 10.4 or 10.5 hereof)) (i) to reimburse the Agent Administrative Agent, the Syndication Agents and the Bookrunners in accordance with such Lender's the amount of its Applicable Percentage, for any expenses and fees incurred in their respective capacities as such for the benefit of the Lenders under the 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, thereof; and (ii) to indemnify and hold harmless the Agent Administrative Agent, the Syndication Agents and the Bookrunners and any of its their respective directors, officers, employees, or agents, on demand, in accordance with each Lender's the amount of its Applicable 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 their respective capacities as such in any way relating to or arising out of the Fundamental Documents or any action taken or omitted by it or any of them under the Fundamental Documents to the extent not reimbursed by the Borrower or one of its Subsidiaries (except such as shall result from their the gross negligence or willful misconductmisconduct of the Person seeking indemnification as determined by a final and non-appealable judgment of a court of competent jurisdiction). 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 of the Lenders Lender agrees (i) to reimburse (x) the Agent in accordance with for such Lender's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (y) 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 10.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with (and the Collateral Administrator, the Master Collateral Agent and the Depositary) for such Lender's Percentage, for Xxxxxx’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 135 #4875-3210-4001v1 connection with the operations or enforcement thereof thereof, not reimbursed by the Borrower, Loan Parties and (iib) to indemnify and hold harmless the Administrative Agent, the Collateral Administrator and the Master Collateral Agent and any of its directors, officers, employees, or agentstheir Related Parties, on demand, in accordance with each Lender's the amount equal to such Xxxxxx’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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower Loan Parties (except such as shall result from their its own 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 of the Lenders Bank agrees (i) to reimburse (x) the Agent in accordance with for such LenderBank's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement and any of the Fundamental 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 not reimbursed by the Borrower, Borrower or the Guarantors and (y) 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 Agent, the Co-Agent and any of its their respective directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (i) to reimburse the Agent in accordance with for such Lender's Percentage, for ’s pro rata share (calculated on the basis of such Lender’s share of sum of the outstanding Loans and Deposit Exposure at the time) of any expenses and fees incurred for the benefit by it under this Agreement and any of the Lenders under the Fundamental 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 thereof, not reimbursed by the Borrower, Borrowers or the Guarantors and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 any of the Fundamental Loan Documents or any action taken or omitted by it or any of them under any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower Borrowers or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (i) to reimburse (x) the Administrative Agent in accordance with for such Lender's Percentage, for ’s Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 and (y) the Administrative Agent for such Lender’s Commitment Percentage of any expenses of the Administrative Agent incurred for the benefit of the Lenders that the Borrowers have 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 directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower Borrowers (except such as shall result from their respective 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 of the Lenders Lender agrees (i) to reimburse the Administrative Agent in accordance with for such Lender's Xxxxxx’s Tranche A Commitment Percentage, for Tranche B Commitment Percentage or Tranche C Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (ii) to indemnify and hold harmless the Agent Administrative Agent. each Issuing Lender and any of its their directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with (and the Collateral Administrator, the Master Collateral Agent and the Depositary) for such Lender's Percentage, for ’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Loan Parties and (iib) to indemnify and hold harmless the Administrative Agent, the Collateral Administrator and the Master Collateral Agent and any of its directors, officers, employees, or agentstheir Related Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower Loan Parties (except such as shall result from their its own 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 of the Lenders agrees (i) to reimburse the Agent in accordance with such each Lender's Percentage, for any expenses and fees incurred for the benefit of the Lenders under the 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 not reimbursed by the BorrowerParent or any other Debtor, and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, or agents, on demand, in accordance with each Lender'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 the Fundamental Documents or any action taken or omitted by it or any of them under the Fundamental Documents to the extent not reimbursed by the Borrower Parent or any other Debtor (except such as shall result from their gross negligence or willful misconduct). To the extent indemnification payments made by the Lenders pursuant to this Section 11.6 are subsequently recovered Promptly upon receipt by the Agent from the Borrower, the Agent will promptly refund such Parent or any other Debtor of any amount described herein previously paid indemnity payments reimbursed to the Lenders.the

Reimbursement and Indemnification. Each of the Lenders Bank agrees (i) to reimburse (x) the Agent in accordance with for such LenderBank's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement, the Fundamental Notes 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 LendersBanks, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Borrower, Borrower or the Guarantors and (y) 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 Agent and any of its directors, officers, employees, or agents, on demand, in accordance with each Lender's Percentagethe 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 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, the Fundamental Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Fundamental Notes or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Bank agrees (i) to reimburse (x) the Agent in accordance with for such LenderBank's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement, the Fundamental 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 not reimbursed by the Borrower, Borrower or the Guarantors and (y) 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 Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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, the Fundamental Notes or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement, the Fundamental Notes or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders agrees (i) to reimburse the Administrative Agent in accordance with such Lender's Percentage, for any expenses and fees incurred for the benefit of the Lenders under the 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 not reimbursed by the Borrower, Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, or agents, on demand, in accordance with each Lender'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 the Fundamental Documents or any related agreement or document or any action taken or omitted by it or any of them under the Fundamental Documents or any related agreement or document to the extent not reimbursed by the Borrower or any other Transaction Party (except such as shall result from their 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 11.6 10.6 are subsequently recovered by the Administrative Agent from the BorrowerBorrower or a Transaction Party, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each of the Lenders agrees (i) to reimburse the Administrative Agent in accordance with for such Lender's Percentage, for ’s Pro Rata Share of any expenses and fees incurred for the benefit of the Lenders under the 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 not reimbursed by or on behalf of the Borrower, Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, or agents, on demand, in accordance with each such Lender's ’s 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 any of the Fundamental Documents or any related agreement or document, or any action taken or omitted by it or any of them under the any Fundamental Documents or any related agreement or document, to the extent not reimbursed by or on behalf of the Borrower (except such as shall result from their its gross negligence or willful misconduct). To the extent indemnification payments made by the Lenders pursuant to this Section 11.6 8.6 are subsequently recovered by the Administrative Agent from the Borrower, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders.

Reimbursement and Indemnification. Each of the Lenders severally and not jointly agrees (i) to reimburse the Administrative Agent and the Lead Arranger, in accordance with such Lender's Percentagethe amount of its proportionate share, for any reasonable expenses and fees incurred for the benefit of the Lenders under the 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 not reimbursed by the Borrower, Borrower or one of its Subsidiaries; and (ii) to indemnify and hold harmless the Administrative Agent and the Lead Arranger and any of its their directors, officers, employees, or agents, on demand, in accordance with each Lender's Percentagethe 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 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 the Fundamental Documents or any action taken or omitted by it or any of them under the Fundamental Documents to the extent not reimbursed by the Borrower or one of its Subsidiaries (except such as shall result from their the gross negligence or willful misconductmisconduct of the Person seeking indemnification). 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 of the Lenders Lender agrees (i) to reimburse (x) the Agent in accordance with for such Lender's Percentage, for ’s Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 (y) the Agent for such Lender’s Commitment Percentage of any expenses of the Agent incurred for the benefit of the Lenders that the Borrowers have agreed to reimburse pursuant to Section 11.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower Borrowers or the Guarantors (except such as shall result from their respective 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 of the Lenders Bank agrees (i) to reimburse (x) the Agent in accordance with for such LenderBank's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement and any of the Fundamental Loan Documents, including, without 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 xli or enforcement thereof not reimbursed by the Borrower, Borrower or the Guarantors and (y) 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 10.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Bank agrees (i) to reimburse (x) the Agent for such Bank's percentage of the Maximum Revolving Loan Amount set forth in accordance with such Lender's PercentageSection 2.01(b), for of any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement and any of the Fundamental Loan Documents, including, without 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 not reimbursed by the BorrowerBorrowers and (y) the Agent for such Bank's percentage of the Maximum Revolving Loan Amount set forth in Section 2.01(b), of any expenses of the Agent incurred for the benefit of the Banks that the Borrowers have agreed to reimburse pursuant to Section 9.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower Borrowers (except such as shall result from their respective 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 of the Lenders Lender agrees (i) to reimburse the Agent in accordance with for such Lender's Percentage, for 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 Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (ii) to indemnify and hold harmless the Agent Agent, each Issuing Lender and any of its their directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (i) to reimburse the Administrative Agent in accordance with for such Lender's Lender s Tranche A Commitment Percentage, for Tranche B Commitment Percentage, Initial Tranche C Commitment Percentage or Subsequent Tranche C Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (ii) to indemnify and hold harmless the Agent Administrative Agent., each Issuing Lender and any of its their directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with (and the Collateral Agent) for such Lender's Percentage, for ’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders 112 under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (iib) to indemnify and hold harmless the Administrative Agent and the Collateral Agent and any of its directors, officers, employees, or agentstheir Related Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with (and the Collateral Trustee) for such Lender's Percentage, for Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (iib) to indemnify and hold harmless the Administrative Agent and the Collateral Trustee and any of its directors, officers, employees, or agentstheir Related Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (i) to reimburse (x) the Agent in accordance with for such Lender's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit xxx xxnefit of the Lenders under this Agreement and any of the Fundamental 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, Borrower or the Guarantors and (y) the Agent for such Lender's Commitment Percentage of any expenses of the Agent incurred xxx xxe benefit of the Lenders 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 Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with (and the Collateral Administrator, the Collateral Custodian, the Master Collateral Agent and the Depositary) for such Lender's Percentage, for ’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders or the Agents under this Agreement and any of the Fundamental Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the LendersLenders or the Agents, and any other expense incurred in connection with the operations or enforcement thereof thereof, 170 not reimbursed by the Borrower, Loan Parties and (iib) to indemnify and hold harmless the Administrative Agent, the Collateral Administrator, the Collateral Custodian and the Master Collateral Agent and any of its directors, officers, employees, or agentstheir Related Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower Loan Parties (except such as shall result from their its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and non-appealable judgement). 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 of the Lenders Bank agrees (i) to --------------------------------- reimburse (x) the Agent in accordance with for such LenderBank's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement and any of the Fundamental Loan Documents, including, without 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 not reimbursed by the Borrower, Borrower or the Guarantors and (y) 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 10.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (i) to reimburse the Administrative Agent in accordance with for such Lender's Percentage, for 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 Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (ii) to indemnify and hold harmless the Agent Administrative Agent. each Issuing Lender and any of its their directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with for such Lender's Percentage, for Xxxxxx’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (iib) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, or agentsRelated Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their its gross negligence or willful misconductmisconduct as determined in a final and nonappealable judgment by a court of competent jurisdiction). 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 of the Lenders Lender agrees (i) to reimburse the Administrative Agent in accordance with for such Lender's Percentage, for ’s Class Percentage of (x) any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for 119 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, Borrower and (y) any expenses of the Administrative Agent incurred for the benefit of the Lenders that the Borrower has agreed to reimburse pursuant to Section 9.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower (except such as shall result from their respective 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 of the Lenders Purchasers severally agrees (i) to reimburse the Agent in accordance with for any expenses not reimbursed by the Issuers within 30 days (without limiting their obligations to make such Lender's Percentagereimbursement: (a) for which the Agent is entitled to reimbursement by any Issuer under this Agreement and (b) after the occurrence of an Event of Default, for any other expenses and fees incurred for by the benefit of the Lenders under the Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered Agent on behalf of the Lenders, and any other expense incurred Purchasers in connection with the operations enforcement of their rights under this Agreement or enforcement thereof any Second Lien Credit Document. The Purchasers shall severally indemnify the Agent and its officers, directors, employees, agents, attorneys, accountants, consultants and controlling Persons (to the extent not reimbursed by the BorrowerIssuers and without limiting the obligation of any Issuer to do so), and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, or agents, on demand, pro rata in accordance with the then outstanding principal balance of the Notes held by each Lender's PercentagePurchaser, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, losses (including accrued and unpaid Agent’s fees), costs, expenses, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, by or asserted against it the Agent or any of them in any way such Persons relating to or arising out of this Agreement, any other Second Lien Credit Document, the Fundamental Documents transactions contemplated hereby or thereby, or any action taken or omitted by it or the Agent in connection with any of them under the Fundamental Documents foregoing; provided, however, that the foregoing shall not extend to the extent not reimbursed actions or omissions which are determined in a final, nonappealable judgment by a court of competent jurisdiction to have taken by the Borrower (except such as shall result from their Agent with 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 of the Lenders Lender agrees (i) to reimburse the Administrative Agent in accordance with for such Lender's Percentage, for ’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 Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (ii) to indemnify and hold harmless the Agent Administrative Agent. each Issuing Lender and any of its their directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with for such Lender's Percentage, for ’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantors and (iib) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, or agentsRelated Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their its gross negligence or willful misconductmisconduct as determined in a final and nonappealable judgment by a court of competent jurisdiction). 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.72

Reimbursement and Indemnification. Each of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with (and the Collateral Agent) for such Lender's Percentage, for ’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower and (iib) to indemnify and hold harmless the Administrative Agent and the Collateral Agent and any of its directors, officers, employees, or agentstheir Related Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower (except such as shall result from their its 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 of the Lenders Lender agrees (i) to reimburse (x) the Administrative Agent in accordance with for such Lender's Percentage, for ’s Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 and (y) the Administrative Agent for such Lender’s Commitment Percentage of any expenses of the Administrative Agent incurred for the benefit of the Lenders that the Borrowers have agreed to reimburse pursuant to Section 9.5 and has failed to so reimburse and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower Borrowers (except such as shall result from their respective 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with for such Lender's Percentage, for Xxxxxx’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower or the Guarantor and (iib) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, or agentsRelated Parties, on demand, in accordance with each 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 98 to or arising out of this Agreement or any of the Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantor (except such as shall result from their its 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 Lenders8.05.

Reimbursement and Indemnification. Each of the Lenders Bank agrees (i) to reimburse (x) the Agent in accordance with for such LenderBank's Percentage, for Commitment Percentage of any expenses and fees incurred for the benefit of the Lenders Banks under this Agreement and any of the Fundamental Loan Documents, including, without limitation, fees of counsel fees referred to in Section 10.05 (including patent counsel) 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 not reimbursed by the Borrower, Borrower or the Guarantors and (y) 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 10.05 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective 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 of the Lenders Lender agrees (ia) to reimburse on demand the Administrative Agent in accordance with (and the Collateral Trustee) for such Lender's Percentage, for ’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrower and (iib) to indemnify and hold harmless the Administrative Agent and the Collateral Trustee and any of its directors, officers, employees, or agentstheir Related Parties, on demand, in accordance with each 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower (except such as shall result from their its 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 of the Lenders Lender agrees (i) to reimburse the (x) each Agent in accordance with for such Lender's Percentage, for Commitment Percentage of any expenses and fees incurred by such Agent for the benefit of the Lenders under the Fundamental this Agreement and any other 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 BorrowerBorrowers, and (y) each Agent for such Lender's Commitment Percentage of any expenses of such Agent incurred for the benefit of the Lenders that the Borrowers have agreed to reimburse pursuant to Section 10.05 and have failed to so reimburse and (ii) to indemnify and hold harmless the each Agent and any of its directors, officers, employees, or agents, on demand, in accordance with each Lender's Percentagethe 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 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 the Fundamental Documents this Agreement or any other Loan Document or any action taken or omitted by it or any of them under the Fundamental Documents this Agreement or any other Loan Document to the extent not reimbursed by the Borrower Borrowers (except such as shall result from their respective 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 of the Lenders Lender agrees (i) to reimburse (x) the Agent in accordance with for such Lender's Percentage, for Total Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Fundamental 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 thereof, not reimbursed by the Borrower, Borrowers or the Guarantors and (y) the Agent for such Lender's Total Percentage of any expenses of the Agent incurred for the benefit of the Lenders that the Borrowers has agreed to reimburse pursuant to Section 10.5 and has failed to so reimburse and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, agents or agentsAffiliates, on demand, in accordance with each Lender's Percentagethe 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 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 Fundamental Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Fundamental Loan Documents to the extent not reimbursed by the Borrower Borrowers or the Guarantors (except such as shall result from their respective 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.