Common use of Indemnification Clause in Contracts

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; , provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; , provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent in and its capacity as such officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Credit Parties Borrower and without limiting the obligation of the Credit Parties Borrower to do so), ratably according to their respective portions of the Total Credit Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit such Aggregate Exposure in effect Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against an such Agent Indemnitee in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative such Agent or the Collateral Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such AgentAgent Indemnitee’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. The agreements in this Section 12.7 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of Holdings or the Borrower; provided that such reimbursement by the Lenders shall not affect Holdings’ or the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally SECTION 9. Each General Agent and the Broker-Dealer, jointly and severally, shall indemnify each Agent in its capacity as such (to and hold Allmerica and the extent not reimbursed by the Credit Parties Insurance Companies and without limiting the obligation their officers, directors and employees harmless from any liability arising from any act or omission of the Credit Parties to do so)General Agent, ratably according to their respective portions the Broker-Dealer or of any affiliate of the Total Credit Exposure in effect on the date on which indemnification is sought (orBroker-Dealer, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in fullor any officer, ratably in accordance with their respective portions director, employee of the Total Credit Exposure in effect immediately prior to such date)General Agent or the Broker-Dealer or of their Registered Representatives, from and against including but not limited to, any and all liabilities, obligations, losses, damagesfines, penalties, actionsattorney's fees, judgmentscosts of settlement, suitsdamages or financial loss. Each General Agent and the Broker-Dealer expressly authorize Allmerica and the Insurance Companies, costswithout precluding them from exercising any other remedy they may have, expenses, to charge against all compensation due or disbursements of any kind whatsoever that may at any time (including at any time following to become due to the payment of General Agent or the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, Broker-Dealer under this Agreement, any monies paid on any liability incurred by Allmerica or the Insurance Companies by reason of any such act or omission of any General Agent, the Broker-Dealer, any affiliate of the other Credit Documents Broker-Dealer, or of any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative officer, director, employee of a General Agent or the Collateral Broker-Dealer or of their Registered Representatives. Allmerica shall indemnify and hold each General Agent under and the Broker-Dealer and their officers, directors, employees and registered representatives harmless from any liability arising from any act or in connection with omission of Allmerica, the Insurance Companies or any affiliate of Allmerica or any of the foregoing; provided that no Lender shall be liable to an Agent for Insurance Companies (collectively the payment "Allmerica Companies"), or any officer, director or employee of the Allmerica Companies, including but not limited to, any portion of such liabilities, obligations, losses, damagesfines, penalties, actionsreasonable attorney's fees, judgmentscosts of settlement, suitsdamages or financial loss. The indemnifications provided by this Section shall survive termination of this Agreement. If a Contract is not delivered to the Contract owner within 10 days of the date of issue of the Contract and if after delivery the owner returns the Contract to the Insurance Company and receives a full refund of all payments made, costs, expenses in any situation where the failure to deliver in a timely manner was due to the inaction or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court General Agent, the Broker-Dealer or a Registered Representative, the difference between the payments refunded and the cash value of competent jurisdiction; provided, further, that no action taken the Contract on the date the Contract is received by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as Insurance Company at its Principal Office shall be required reimbursed to the Insurance Company by the Credit Documents) offending General Agent or the Broker-Dealer in any case where the cash value is less than the payments refunded. Any such reimbursement shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, paid to the extent that such Agent is not reimbursed for such expenses by or on behalf affected Insurance Company within 30 days of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment receipt of a court of competent jurisdictionwritten request for payment. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.COMMISSION REFUNDS

Indemnification. The Lenders agree to severally indemnify the Administrative Agent, Issuing Lender and Swingline Lender, each Agent in its capacity as such (to the extent not reimbursed by Holdings or the Credit Parties Borrower and without limiting the obligation of Holdings or the Credit Parties Borrower to do so), ratably according to their respective portions of the Total Credit Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit such Aggregate Exposure in effect Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against an Agent the Administrative Agent, Issuing Lender or Swingline Lender in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the such Administrative Agent Agent, Issuing Lender or the Collateral Agent Swingline Lender under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from such AgentPerson’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Each of the Lenders agree agrees to severally indemnify each Agent of the Administrative Agent, the Issuing Lender and the Swingline Lender and each of its Related Parties in its capacity as such (to the extent not reimbursed by the Credit Parties any Loan Party and without limiting the obligation of the Credit Loan Parties to do so), ratably ) according to their respective portions of the Total Credit its Aggregate Exposure Percentage in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit its Aggregate Exposure in effect Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against an the Administrative Agent or such other Person in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent such other Person under or in connection with any of the foregoingforegoing and any other amounts not reimbursed by the Loan Parties; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the Administrative Agent’s or such Agentother Person’s gross negligence or willful misconduct misconduct, and that with respect to such unpaid amounts owed to any Issuing Lender or Swingline Lender solely in its capacity as determined by a final non-appealable judgment of a court of competent jurisdiction; providedsuch, further, that no action taken by only the Administrative Agent in accordance with the directions of the Required Revolving Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall to pay such unpaid amounts, such payment to be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur made severally among them based on such Revolving Lenders’ Revolving Percentage (including at any time following the payment determined as of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of time that the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, applicable unreimbursed expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionindemnity payment is sought). The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to severally indemnify shall indemnify, upon demand, each Agent in its capacity as such Agent-Related Person (to the extent not reimbursed by the Credit Parties a Borrower Party and without limiting the obligation of the Credit Borrower Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their the applicable Lender’s respective portions Pro Rata Share of the Total Credit Exposure in effect immediately prior to such date)Commitments, and hold harmless each Agent-Related Person from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that which may at any time (including at any time following the payment in full of the LoansObligations) be imposed on, incurred by or asserted against an Agent it in its capacity as such in any way relating to or arising out of the Commitments, this Agreement, any of Credit Agreement or the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent it under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AgentPerson’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct, or related to another Lender; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders all Lenders, as shall be required by the Credit Documents) applicable, shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person12.8. Without limitation of the foregoing, each Lender shall reimburse each Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ feesattorney costs) incurred by such Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Credit Agreement, any other Credit Loan Document, or any document contemplated by or referred to herein, to the extent that such Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionBorrower Parties. The agreements in this Section 12.7 12.8 shall survive the termination of the Commitments, payment of all of the Loans and all other amounts payable hereunder. The indemnity provided Obligations under the Loan Documents or any documents contemplated by or referred to each Agent under this Section 12.7 shall also apply to such therein, as well as the resignation or replacement of Administrative Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent in and its capacity as such officers, directors, employees, Affiliates, agents, advisors and controlling persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Credit Parties Borrower and without limiting the obligation of the Credit Parties Borrower to do so), ratably according to their respective portions of the Total Credit Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit such Aggregate Exposure in effect Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against an such Agent Indemnitee in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative such Agent or the Collateral Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such AgentAgent Indemnitee’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. The agreements in this Section 12.7 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent and the Revolving Facility Lenders agree to indemnify each Issuing Bank, in each case in its capacity as such (to the extent not reimbursed by Holdings or the Credit Parties Borrower and without limiting the obligation of Holdings or the Credit Parties Borrower to do so), ratably according to their respective portions in the amount of its pro rata share (based on its aggregate Revolving Facility Credit Exposure and, in the case of the Total Credit Exposure in effect on indemnification of each Agent, outstanding Term Loans and unused Commitments hereunder; provided, that the date on which indemnification is sought (or, if indemnification is sought after aggregate principal amount of Swingline Loans owing to the date upon which Swingline Lender and of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to the Commitments shall have terminated and the Loans shall have been paid in full, Revolving Facility Lenders ratably in accordance with their respective portions of Revolving Facility Credit Exposure) (determined at the Total Credit Exposure in effect immediately prior to time such dateindemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following whether before or after the payment of the Loans)) be imposed on, incurred by or asserted against such Agent or such Issuing Bank in any way relating to or arising out of the Commitments, this Section 12.7 applies whether Agreement, any such investigation, litigation or proceeding is brought by any Lender of the other Loan Documents or any other Person. Without limitation documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent or such Issuing Bank under or in connection with any of the foregoing; provided, each that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s or such Issuing Bank’s gross negligence or willful misconduct. The failure of any Lender to reimburse each any Agent or any Issuing Bank, as the case may be, promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred amount required to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement be paid by the Lenders to such Agent or such Issuing Bank, as the case may be, as provided herein shall not affect relieve any other Lender of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent case may be, for any purpose shall, in the opinion its ratable share of such Agentamount, but no Lender shall be insufficient or become impaired, responsible for the failure of any other Lender to reimburse such Agent or such Issuing Bank, as the case may call be, for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess other Lender’s ratable share of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionamount. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such the Administrative Agent or a Co-Syndication or Documentation Agent, as the case may be (to the extent not reimbursed by the Credit Parties Borrower and without limiting the obligation of the Credit Parties Borrower to do so), ratably according to their respective portions of the Total Credit Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated, the Letters of Credit shall have terminated or expired and the Loans and Swingline Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect such Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following whether before or after the payment of the LoansLoans and Swingline Loans or the termination or expiration of the Letters of Credit) be imposed on, incurred by or asserted against an such Agent in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree Without duplication of the expense reimbursement obligations pursuant to severally Section 11.01, the Borrower shall indemnify the Administrative Agent, each Agent in its capacity as such Lender, the Joint Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents and each Related Party (other than Excluded Affiliates to the extent not reimbursed acting in their capacities as such) of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented and invoiced out-of-pocket fees and expenses (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one counsel for all Indemnitees and to the extent reasonably determined by the Credit Parties and without limiting Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the obligation case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the Credit Parties existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to do sothe reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), ratably according incurred by or asserted against any Indemnitee by any third party or by the Borrower or any Subsidiary to the extent arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective portions obligations thereunder or the consummation of the Total Credit Exposure Transactions or any other transactions contemplated thereby, the syndication of the credit facilities provided for herein, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiary, or any other Environmental Liability related in effect any way to the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the date on which indemnification Borrower or any Subsidiary or their Affiliates and regardless of whether any Indemnitee is sought a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, costs or related expenses (orx) resulted from the gross negligence, if indemnification is sought after bad faith or willful misconduct of such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) resulted from a material breach of the date upon which Loan Documents by such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (z) arise from disputes between or among Indemnitees (other than disputes involving claims against the Commitments shall have terminated and the Loans shall have been paid Administrative Agent, any Co-Syndication Agent, any Co-Documentation Agent or any Joint Lead Arranger, in fulleach case, ratably in accordance with their respective portions capacities) that do not involve an act or omission by the Borrower or any Restricted Subsidiary. The Borrower shall not be liable for any settlement of the Total Credit Exposure in effect immediately prior to such dateany claim, litigation, investigation or proceeding effected without its consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent in any such claim, litigation, investigation or proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred liabilities and expenses by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion reason of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent settlement in accordance with the directions preceding paragraph. The Borrower shall not, without the prior written consent of the Required Lenders applicable Indemnitee (which consent shall not be unreasonably withheld, delayed or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case conditioned), effect any settlement of any investigationpending or threatened claim, litigation litigation, investigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights which indemnity could have been sought hereunder by such Indemnitee unless (a) such settlement includes a full and unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability on claims that are the subject matter of such claim, litigation, investigation or responsibilities under, this Agreement, proceeding and (b) does not include any other Credit Document, statement as to or any document contemplated by admission of fault, culpability or referred a failure to herein, to the extent that such Agent is not reimbursed for such expenses act by or on behalf of such Indemnitee. In case any claim, litigation, investigation or proceeding is instituted involving any Indemnitee for which indemnification is to be sought hereunder by such Indemnitee, then such Indemnitee will promptly notify the Borrower; provided that such reimbursement by Borrower of the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If commencement of any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedproceeding; provided, in no event shall this sentence require however, that the failure to do so will not relieve the Borrower from any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply liability that it may have to such Agent’s respective AffiliatesIndemnitee hereunder, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsexcept to the extent that the Borrower is materially prejudiced by such failure.

Indemnification. The Lenders agree Subject to severally Section 7.02, the Servicer shall indemnify each Agent in its capacity as such (to the extent not reimbursed by Issuer, the Credit Parties and without limiting Owner Trustee, the obligation of Trust Agent, the Credit Parties to do so)Indenture Trustee, ratably according to their respective portions of the Total Credit Exposure in effect on Insurer, the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated Custodian and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against Noteholders for any and all liabilities, obligations, losses, compensatory damages, penaltiespayments, actions, judgments, suits, costs, expenses, costs or disbursements expenses of any kind whatsoever (including the reasonable fees and expenses of counsel) that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or the Noteholders as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer of the Contract Files, or the failure of the Servicer to perform its duties and service the Contracts in compliance with the terms of this Agreement; provided, however, that the Servicer shall not be liable to the Owner Trustee, the Trust Agent, the Indenture Trustee, the Custodian or the Insurer for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee, the Trust Agent, the Indenture Trustee, the Custodian or the Insurer, respectively. The Servicer shall also indemnify and hold harmless the Issuer, the Trust Property, the Noteholders, the Custodian, the Indenture Trustee, the Trust Agent and the Insurer against any taxes that may be asserted at any time against any of them with respect to the Contracts, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (but exclusive of federal or other income taxes arising out of payments on the CommitmentsContracts) and the costs and expenses in defending against such taxes. The Servicer shall (i) immediately notify the Issuer and the Indenture Trustee if a claim is made by a third party with respect to the Contracts, this Agreement(ii) assume, any with the consent of the other Credit Documents Issuer, the Indenture Trustee and the Insurer, the defense of any such claim, (iii) pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or any documents contemplated by or referred to herein or therein decree which may be entered against the Servicer, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations Noteholders with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsContracts.

Indemnification. The Lenders agree to severally indemnify each Agent and the Revolving Facility Lenders agree to indemnify each Issuing Bank and the Swingline Lender, in each case, in its capacity as such (to the extent not reimbursed by Holdings or the Credit Parties Borrower and without limiting the obligation of Holdings or the Credit Parties Borrower to do so), ratably according to their respective portions in the amount of its pro rata share (based on its aggregate Revolving Facility Credit Exposure and, in the case of the Total Credit Exposure in effect on indemnification of each Agent, outstanding Term Loans and unused Commitments hereunder; provided, that the date on which indemnification is sought (or, if indemnification is sought after aggregate principal amount of Swingline Loans owing to the date upon which Swingline Lender and of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to the Commitments shall have terminated and the Loans shall have been paid in full, Revolving Facility Lenders ratably in accordance with their respective portions of Revolving Facility Credit Exposure) (determined at the Total Credit Exposure in effect immediately prior to time such dateindemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following whether before or after the payment of the Loans)) be imposed on, incurred by or asserted against such Agent, Issuing Bank or Swingline Lender in any way relating to or arising out of the Commitments, this Section 12.7 applies whether Agreement, any such investigation, litigation or proceeding is brought by any Lender of the other Loan Documents or any other Person. Without limitation documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent, Issuing Bank or Swingline Lender under or in connection with any of the foregoing; provided, each that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s, Issuing Bank’s or Swingline Lender’s gross negligence or willful misconduct. The failure of any Lender to reimburse each Agent any Agent, Issuing Bank or Swingline Lender, as the case may be, promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred amount required to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement be paid by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, Issuing Bank or Swingline Lender, as the case may be, as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent, Issuing Bank or Swingline Lender, as the case may be, for its ratable share of such amount, but no Lender shall be insufficient or become impaired, such Agent may call responsible for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require failure of any other Lender to indemnify any Agent against any liabilityreimburse such Agent, obligationIssuing Bank or Swingline Lender, lossas the case may be, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess for such other Lender’s ratable share of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionamount. The agreements in this Section 12.7 8.07 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent in Manager shall indemnify, defend and hold harmless --------------- Licensee and its capacity as such (to the extent not reimbursed by the Credit Parties Licensees, directors, officers and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), employees from and against any and all liabilitiesthird party claims, obligationsdemands, causes of action, losses, damages, fines, penalties, actionsliabilities, judgments, suits, costs, costs and expenses, including reasonable attorneys' fees and court costs sustained or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to one or more of them by reason of or arising out of Uncovered Manager Actions. As used in this Section XII, "Uncovered Manager Actions" means (a) Manager's breach of the Commitments, duties and obligations required to be performed by Manager pursuant to this Agreement, (b) acts by Manager outside the scope of Manager's authority under this Agreement, or (c) the negligence or willful misconduct of Manager or its agents or employees. Licensee agrees to indemnify, defend and hold harmless Manager and its shareholders, directors, officers and employees from any and all third party claims, demands, causes of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligationsaction, losses, damages, fines, penalties, actionsliabilities, judgmentscosts and expenses, suits, costs, expenses including attorneys' fees and court costs (except to the extent covered by insurance carried by Manager or disbursements resulting required to be carried by Manager pursuant to this Agreement) sustained or incurred by or asserted against any one or more of them relating to the Facility that results from such Agent’s gross the negligence or willful misconduct as determined by of Licensee in performing its obligations under the Agreement or from a final non-appealable judgment breach of a court of competent jurisdiction; provided, further, that no action taken this Agreement by the Administrative Agent in accordance with the directions of the Required Lenders (or such Licensee. THE INDEMNITIES BY LICENSEE AND MANAGER IN THIS SECTION XII SPECIFICALLY APPLY TO NEGLIGENCE AND EVENTS FOR WHICH THERE IS STRICT LIABILITY BY THE INDEMNIFIED PERSONS, TO THE EXTENT THE RESULTING CLAIM, DEMAND CAUSE OF ACTION, LOSS, DAMAGE, FINE PENALTY, LIABILITY, COST OR EXPENSE IS WITHIN THE SCOPE OF THE INDEMNITY. Notwithstanding any other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes provision of this Section 12.7. In Agreement to the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoingcontrary, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with party's obligation to indemnify, defend and hold harmless the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 party shall survive the payment termination of the Loans Term and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.Agreement

Indemnification. 3.1 The Lenders agree Fund agrees to severally indemnify each Agent in and hold the Distributor, its capacity as such (to officers, directors, and employees, and any person who controls the extent not reimbursed by Distributor within the Credit Parties and without limiting the obligation meaning of Section 15 of the Credit Parties to do so)1933 Act, ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated free and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), harmless from and against any and all liabilitiesclaims, obligationscosts, expenses (including reasonable attorneys' fees), losses, damages, penaltiescharges, actionspayments and liabilities of any sort or kind which the Distributor, judgmentsits officers, suitsdirectors, employees or any such controlling person may incur under the 1933 Act, under any other statute, or under common law or otherwise, arising out of or based upon (i) any untrue statement, or alleged untrue statement, of a material fact contained in the Fund's Registration Statement, Prospectus or Statement of Additional Information (including amendments and supplements thereto), or (ii) any omission, or alleged omission, to state a material fact required to be stated in the Fund's Registration Statement, Prospectus or Statement of Additional Information (including amendments or supplements thereto) or necessary to make the statements therein not misleading; provided, however, that insofar as any losses, claims, damages, costs, expensescharges, payments, liabilities or disbursements expenses arise out of or are based upon any kind whatsoever that may at any time such untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished to the Fund by the Distributor or its affiliated persons for use in the Fund's Registration Statement, Prospectus or Statement of Additional Information (including at any time following the payment of the Loans) be imposed onamendments or supplements thereto), incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoingsuch indemnification is not applicable; and further provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender Fund's agreement to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement the Distributor and the Fund's representations and warranties hereinbefore set forth in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence Section 1.11 shall not be deemed to require cover any Lender liability to the Fund, its officers, trustees or shareholders to which the Distributor would otherwise be subject by reason of: (a) the Distributor's willful misfeasance, bad faith or negligence in the performance of its duties and obligations, or by reason of the Distributor's reckless disregard of its duties and obligations under this Agreement; or (b) the Distributor's breach of Section 12 of this Agreement. The Fund agrees and acknowledges that the Distributor has not prior to the date hereof assumed, and will not assume, any obligations or liabilities arising out of the conduct of the Fund or its distributor prior to the date hereof of those duties which the Distributor has agreed to perform pursuant to this Agreement. The Fund further agrees to indemnify any Agent the Distributor against any liabilitylosses, obligationclaims, lossdamages or liabilities to which the Distributor may become subject in connection with the conduct by the Fund or its distributor of such duties prior to the date hereof; provided that the Fund's agreement to indemnify the Distributor shall not be deemed to cover any liability to the Fund, damageits officers, penaltytrustees or shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, actionbad faith or negligence in the performance of its duties and obligations, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment reason of the Loans Distributor's reckless disregard of its duties and all other amounts payable hereunder. The indemnity provided to each Agent obligations under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsAgreement.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to To the fullest extent permitted by law, the Beneficiary hereby agrees, whether or not reimbursed by the Credit Parties and without limiting the obligation any of the Credit Parties transactions contemplated by this Agreement will be consummated, to do so)assume liability for, ratably according to their respective portions of and hereby indemnifies, protects, saves and keeps harmless the Total Credit Exposure in effect on the date on which indemnification is sought Trustee Bank and its officers, directors, successors, assigns, legal representatives, agents and servants (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such dateeach an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgmentsinvestigations, suitsproceedings, costs, expenses, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever that which may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted at any time against an Agent Indemnified Person (whether or not also indemnified against by any other Person) in any way relating to or arising out of this Agreement or any other related documents or the Commitmentsenforcement of any of the terms of any thereof, the administration of the Trust Estate or the action or inaction of the Owner Trustee, or the Trustee Bank under this Agreement, except, in any of such case, to the other Credit Documents or extent that any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgmentsinvestigations, suitsproceedings, costs, expenses or and disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment are the result of a court any of competent jurisdictionthe matters described in the third sentence of Section 6.01; provided, furtherhowever, that no action taken the Beneficiary shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or gross negligence, or (ii) the inaccuracy of any representation or warranty contained in Section 6.07 made by the Administrative Agent Indemnified Person. In case any such action, investigation or proceeding will be brought involving an Indemnified Person, the Beneficiary will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Trustee Bank will have the right to employ separate counsel in accordance with any such action, investigation or proceeding and to participate in the directions defense thereof and the reasonable counsel fees and expenses of the Required Lenders (or such other number or percentage of the Lenders as shall counsel will be required paid by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7Beneficiary. In the case event of any investigationclaim, litigation action or proceeding giving rise for which indemnity will be sought pursuant to any liabilitiesthis Section 11.02, obligationsthe Trustee Bank’s choice of legal counsel shall be subject to the approval of the Beneficiary, losseswhich approval shall not be unreasonably withheld. Except to the extent specifically provided in Section 703 of the Indenture, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation indemnified amounts will not be a recourse obligation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is Note Issuance Trust and will not reimbursed for such expenses by or on behalf be payable out of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionTrust Estate. The agreements in this Section 12.7 shall indemnification set forth herein will survive the payment termination of this Agreement and the resignation or removal of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsTrustee Bank.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (In addition to the extent not reimbursed payment of expenses as required elsewhere herein and in the other Loan Documents, Mortgagor agrees to indemnify, defend, protect, pay and hold Mortgagee, its successors and assigns (including, without limitation, the trustee and/or the trust under any trust agreement executed in connection with any Securitization backed in whole or in part by the Credit Parties Loan and without limiting any other person which may hereafter be the obligation holder of the Credit Parties to do soNote or any interest therein), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in fullofficers, ratably in accordance with their respective portions directors, stockholders, partners, members, employees, agents, and Affiliates of Mortgagee and such successors and assigns (collectively, the Total Credit Exposure in effect immediately prior to such date), “Indemnified Parties”) harmless from and against any and all liabilities, obligations, lossesclaims, damages, penalties, actionscauses of action, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time costs and expenses (including at any time following without limitation reasonable attorneys’ fees and expenses) (collectively, the payment of the Loans) be “Indemnified Claims”), imposed on, upon or incurred by or asserted against an Agent in any way relating Indemnified Party by reason of any of the following (to the extent that insurance proceeds paid to the applicable Indemnified Party on account of the following shall be inadequate): (i) ownership of the Mortgage, the Mortgaged Property or any interest therein or receipt of any rents; (ii) any accident, injury to or arising out death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iii) any use, nonuse or condition in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iv) performance of any labor or services or the furnishing of any materials or other property in respect of the CommitmentsMortgaged Property or any part thereof; (v) any failure of the Premises or the Improvements to comply with any applicable law, statute, code, ordinance, rule or regulation; (vi) any Event of Default by Mortgagor under this Mortgage, the Loan Agreement or any other Loan Documents; (vii) any actions taken by any Indemnified Party in the enforcement of this Mortgage and the other Loan Documents in accordance with their respective terms; (viii) any failure to act on the part of any Indemnified Party hereunder; (ix) any representation or warranty made in the Note, this Agreement, Mortgage or any of the other Credit Loan Documents being false or misleading in any documents contemplated material respect as of the date such representation or warranty was made; (x) any claim by brokers, finders or referred similar persons claiming to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or be entitled to a commission in connection with any Lease or other transaction involving the Mortgaged Property or any part thereof under any legal requirement or any liability asserted against Mortgagee with respect thereto; and (xi) the claims of the foregoing; provided that no Lender shall be liable to an Agent for the payment any lessee of any or any portion of such liabilitiesthe Mortgaged Property or any person acting through or under any lessee or otherwise arising under or as a consequence of any Lease. Notwithstanding the foregoing, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting Mortgagor shall not be liable for any Indemnified Claims arising (A) from such Agent’s the gross negligence or willful misconduct as determined of any Indemnified Party or (B) under clauses (i) - (v) above to the extent the facts, events or circumstances giving rise to such Indemnified Claim arise after the date that any Indemnified Party takes possession of or title to the Mortgaged Property by a final nonforeclosure, deed-appealable judgment in-lieu thereof, the exercise of a court any power of competent jurisdiction; provided, further, that no action taken sale or otherwise. Any amounts payable to an Indemnified Party by the Administrative Agent in accordance with the directions reason of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes application of this Section 12.7. In 23 shall be secured by this Mortgage shall become immediately due and payable and shall bear interest at the case of any investigation, litigation Default Rate from the date loss or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding damage is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred sustained by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against Indemnified Party until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionpaid. The agreements in obligations and liabilities of Mortgagor under this Section 12.7 paragraph shall survive the payment termination, satisfaction, or assignment of this Mortgage and the exercise by Mortgagee of any of its rights or remedies hereunder, including, but not limited to, the acquisition of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsMortgaged Property by foreclosure or a conveyance in lieu of foreclosure.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to a) In the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification event that any securities lending transaction is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans loaned securities or any portion thereof shall not have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, returned to the extent that such Agent is not reimbursed for such expenses Portfolio by or on behalf of the Borrower; borrower within the time specified by Subadviser's agreement with the borrower (the "Delivery Date"), Subadviser shall, at its expense, within one (1) business day after the Delivery Date replace the loaned securities (or any portion thereof not so returned) with a like amount of the loaned securities of the same issuer, class and denomination, and hold the Portfolio, the Trustees and Manager harmless from any brokerage commission, fees, taxes or other expenses incurred by Subadviser in the purchase of such replacement securities. If Subadviser is unable to purchase such replacement securities on the open market within one business day after the Delivery Date (the "Reimbursement Date"), Subadviser shall credit the Portfolio's account by the close of business on the Reimbursement Date with an amount of cash in U.S. dollars equal to (i) if the Portfolio shall continue to hold such unreturned loaned securities, the Market Value (as defined below) of such unreturned loaned securities determined at the close of business as of the Reimbursement Date, plus all financial benefits derived from the beneficial ownership of the unreturned loaned securities which have accrued on such securities whether or not received from borrower, or (ii) if the Portfolio shall have sold such securities prior to the Reimbursement Date, (x) the sale proceeds in respect of such sale, to the extent not received by the Portfolio, plus (y) any interest, penalties, fees or other costs, if any, incurred by the Portfolio as a direct result of a failure to settle such sale on a timely basis, provided that such reimbursement interest, penalties, fees or other costs shall not include any consequential or special damages which may arise out of such failure to settle such sale on a timely basis. The "Market Value" of any securities on any given day shall be the fair market value of such security on such day, as determined in accordance with the Portfolio's valuation procedures and methods, as adopted by the Lenders Trustees. (b) In the event that Subadviser shall not affect be required to make any payment to the Borrower’s continuing reimbursement obligations with respect thereto. If Portfolio or shall incur any indemnity furnished loss or expense pursuant to any Agent for any purpose paragraph (a) above, it shall, in to the opinion extent of such Agentpayment or loss or expense, be insufficient subrogated to, and succeed to, all of the Portfolio's rights against the borrower and to the collateral involved. To the extent the collateral consists of cash or become impairedsecurities issued or guaranteed by the United States Government or its agencies, the Portfolio shall contemporaneously with any such Agent may call payment to the Portfolio by Subadviser surrender same to Subadviser for additional indemnity and cease, or not commence, to do its sole disposition. (c) Notwithstanding the acts indemnified against until such additional indemnity is furnished; providedforegoing, in no event shall this sentence require Subadviser incur liability pursuant to paragraph (a) above if Subadviser is prevented, forbidden or delayed from causing a loaned security to be returned to the Portfolio by the applicable Delivery Date by reason of (i) any Lender to indemnify provision of any Agent against present or future law or regulation or order of the United States of America, or any liabilitystate thereof, obligationor of any foreign country, lossor political subdivision thereof, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements ; or (ii) any act of God or war or other similar circumstance beyond the control of Subadviser unless, in this Section 12.7 shall survive each case, such delay or nonperformance is caused by (A) the payment negligence, misfeasance or misconduct of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, Subadviser or any of its directors, officers, membersemployees or agents, controlling persons, employees, trustees, investment advisors or (B) a malfunction or failure of equipment operated or utilized by Subadviser other than a malfunction or failure beyond Subadviser's control and agents and successorswhich could not have been reasonably anticipated and/or prevented by Subadviser. 3.3.

Indemnification. The Lenders agree to severally indemnify each Agent Agent, each in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent such Agent, including all fees, disbursements and other charges of counsel to the extent required to be reimbursed by the Credit Parties pursuant to Section 13.5, in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral such Agent under or in connection with any of the foregoingforegoing (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that no Lender shall be liable to an any Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur occur, be imposed upon, incurred by or asserted against the Administrative Agent or the Collateral Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each such Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree Customer agrees to severally indemnify each Agent in and hold harmless Wachovia and --------------- its capacity nominees from all taxes, charges, assessments, claims, and liabilities (including, without limitation, liabilities arising under the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, and any state and foreign securities and blue sky laws, all as such (or to the extent not reimbursed by the Credit Parties be amended from time to time) and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including (without limitation) attorney's fees and disbursements, arising directly or disbursements of indirectly from any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by action or asserted against an Agent thing which Wachovia takes or does or omits to take or do in any way relating to connection with or arising out of the CommitmentsWachovia's performance of its responsibilities expressly set forth herein, this Agreementprovided Wachovia has not acted with negligence or bad faith, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or engaged in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence fraud or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparationliabilities in question. Wachovia similarly agrees to indemnify and hold harmless Customer from all taxes, executioncharges, deliveryassessments, administrationclaims, modificationand liabilities (including, amendment without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as or enforcement to be amended from time to time) and expenses, including (whether through negotiationswithout limitation) attorney's fees and disbursements arising directly or indirectly from Wachovia's or its nominee's or sub-custodian's willful misfeasance, legal proceedings bad faith, negligence or otherwise) ofreckless disregard in performing its duties under this agreement. If Wachovia advances any cash for any purpose resulting from Proper Instructions, or legal advice rendered if Wachovia or its nominee or subcustodian shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in respect connection with the performance of rights or responsibilities under, this Agreement, any other Credit Documentexcept as may arise from its or its nominee's or subcustodian's own negligent action, negligent failure to act, willful misconduct, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf reckless disregard of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent its duties under this Section 12.7 Agreement or any agreement between Wachovia and any nominee or subcustodian, Customer shall also apply to such Agent’s respective Affiliatespromptly reimburse Wachovia for the advance of cash or taxes, directorscharges, officersexpenses, membersassessments, controlling persons, employees, trustees, investment advisors and agents and successorsclaims or liabilities.

Indemnification. The Lenders severally agree to severally indemnify upon demand the Agents, the Issuing Banks, the Swing Line Lenders and each Agent in its capacity as such Related Party of any of the foregoing (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do soLoan Parties), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (orratable shares, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to hold harmless such date), Indemnitee from and against any and all liabilitiesIndemnified Liabilities in all cases, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, whether or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred not caused by or asserted against an Agent arising, in any way relating to whole or arising in part, out of the Commitmentsnegligence of any Related Party; provided, this Agreementhowever, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for (a) the payment of to any Indemnitee for any portion of such liabilitiesIndemnified Liabilities to the extent determined in a final, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting nonappealable judgment by a court of competent jurisdiction to have resulted from such AgentIndemnitee’s own gross negligence or willful misconduct and (b) claims made or legal proceedings commenced against such Indemnitee by any security holder or creditor thereof arising out of and based on rights afforded any such security holder or creditor solely in its capacity as determined by a final non-appealable judgment of a court of competent jurisdictionsuch; providedprovided further, furtherhowever, that no action taken by the Administrative Agent in accordance with the directions of the Applicable Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other PersonSection. Without limitation of the foregoing, each Lender shall agrees to reimburse the Agents, the Issuing Banks, the Swing Line Lenders and each Agent Related Party promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ all fees, expenses and disbursements of any law firm or other external counsel) incurred by such Agent an Agent, an Issuing Bank or a Swing Line Lender in connection with the preparation, execution, delivery, administration, modification, amendment amendment, or enforcement (whether through negotiations, legal proceedings proceedings, or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, Agreement or any other Credit Loan Document, or any document contemplated by or referred to herein, to the extent that such Agent Agent, Issuing Bank or Swing Line Lender is not reimbursed for such expenses by or on behalf the Loan Parties. The undertaking in this Section shall survive termination of the Borrower; provided that such reimbursement by Commitments, the Lenders shall not affect payment of all other Obligations and the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion resignation of such Agent, be insufficient Issuing Bank or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Swing Line Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The To the extent of the amounts that the Borrower is required to pay or reimburse under this Agreement to the applicable Agent (and its Affiliates, directors, employees, agents and attorneys), in its capacity as such, but the Borrower fails to pay such amounts, the Lenders agree to severally indemnify each Agent (and its Affiliates, directors, employees, agents and attorneys) in its capacity as such (to the extent not reimbursed by Parent, Holdings or the Credit Parties Borrower and without limiting the obligation of Parent, Holdings or the Credit Parties Borrower to do so), ratably according to their respective portions of the Total Credit Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit such Aggregate Exposure in effect Percentages immediately prior to such date), for, and to save each Agent harmless from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including including, without limitation, at any time following the payment of the Loans)) be imposed on, this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by or asserted against such Agent in connection with the preparation, execution, delivery, administration, modification, amendment any way relating to or enforcement (whether through negotiations, legal proceedings or otherwise) arising out of, or legal advice rendered in respect of rights or responsibilities underthe Commitments, this Agreement, any of the other Credit Document, Loan Documents or any document documents contemplated by or referred to herein, to herein or therein or the extent that transactions contemplated hereby or thereby or any action taken or omitted by such Agent is not reimbursed for such expenses by under or on behalf in connection with any of the Borrowerforegoing; provided that such reimbursement by no Lender shall be liable for the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If payment of any indemnity furnished to any Agent for any purpose shall, in the opinion portion of such Agentliabilities, be insufficient obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or become impaired, such Agent may call for additional indemnity disbursements that are found by a final and cease, or not commence, nonappealable decision of a court of competent jurisdiction to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting have resulted from such Agent’s gross negligence or willful misconduct as determined misconduct. The Administrative Agent shall have the right to deduct any amount owed to it by a final non-appealable judgment of a court of competent jurisdictionany Lender under this Section from any payment made by it to such Lender hereunder. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree Notwithstanding anything to severally indemnify each the contrary herein contained, the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Banks against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of its capacity as such taking or continuing to take any action. Each Bank agrees to indemnify the Agent (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do soBorrower), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date)Bank's Commitment, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or and disbursements of any kind or nature whatsoever that which may at any time (including at any time following the payment of the Loans) be imposed on, incurred by by, or asserted against an the Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein Agreement or the transactions contemplated hereby or thereby Notes or any action taken or omitted by the Administrative Agent under this Agreement or the Collateral Agent under or in connection with any of the foregoingNotes; provided that no Lender Bank shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses expenses, or disbursements resulting from such Agent’s the gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage person being indemnified; and provided further that it is the intention of each Bank to indemnify the Agent against the consequences of the Lenders as shall Agent's own negligence, whether such negligence be required by the Credit Documents) shall be deemed to constitute gross negligence sole, joint, concurrent, active or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Personpassive. Without limitation of the foregoing, each Lender shall Bank agrees to reimburse each the Agent promptly upon demand for its ratable share Pro Rata Percentage of any costs or out-of-pocket expenses (including attorneys’ ' fees) incurred by such the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to hereinAgreement and the Notes, to the extent that such the Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent Agents or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the an Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. (a) Indemnification for breach representations, warranties or covenants. The Lenders Company will, to the fullest extent permitted by law, defend the Purchaser, and each of its Affiliates, directors, officers, agents and employees (the “Purchaser Indemnitees”) or settle (provided that the Company will not agree to severally any settlement without the applicable Purchaser Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or delayed) at the Company’s expense any Action or Proceeding and indemnify each Agent them for all Losses and Expenses (both as defined below) arising out of or in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation connection with a breach of any representations, warranties or covenants of the Credit Parties to do so), ratably according to their respective portions of Company in this Agreement. The Company will indemnify and hold harmless the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), Purchaser Indemnitees from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed onliabilities and attorneys’ fees, incurred by in defending and/or resolving such Action or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionProceeding; provided, furtherthat (i) the Company is promptly notified in writing of such Action or Proceeding (provided, that no action taken any failure to deliver such notice will not relieve the Company of liability under this Section 8.7), (ii) the Company will have the sole control of the defense and/or settlement thereof (provided, that if representation of the Purchaser Indemnitees by counsel retained by the Administrative Agent Company would be inappropriate due to any actual or potential differing interest between the Purchaser Indemnitee and the Company or any third party represented by such counsel, the Purchaser Indemnitees will have the right to retain one separate counsel, with reasonable fees and expenses to be paid by the Company), (iii) the Purchaser Indemnitees furnish to the Company, on request, information available to the Purchaser Indemnitees for such defense, and (iv) the Purchaser Indemnitees reasonably cooperate in accordance with any defense and/or settlement thereof as long as the directions Company pays all of the Required Lenders (or such other number or percentage Purchaser Indemnitees’ reasonable out of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including and attorneys’ fees) incurred by . The Purchaser Indemnitees will not admit any such Agent in connection with the preparation, execution, delivery, administration, modification, amendment Action or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, Proceeding or any document contemplated by allegations made in such Action or referred to hereinProceeding without, to the extent that such Agent is not reimbursed for such expenses by or on behalf practicable, the prior written consent of the Borrower; provided that such reimbursement by the Lenders shall Company (which will not affect the Borrower’s continuing reimbursement obligations with respect theretobe unreasonably withheld or delayed). If For purposes of this Agreement, an “Action or Proceeding” means any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penaltyclaim, action, judgment, suit, costjudgments, expense settlements, litigation, proceeding, mediation, arbitration or disbursement in excess of such Lender’s pro rata portion thereof; investigation or audit by any Person, and provided“Losses and Expenses,” means damages, furtherexpenses, this sentence shall not be deemed losses, costs, liabilities (including without limitation, incident to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense Action or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsProceeding.

Indemnification. The Lenders agree to severally indemnify each Agent and the Revolving Facility Lenders agree to indemnify each Issuing Bank, in each case in its capacity as such (to the extent not reimbursed by the Credit Parties any Loan Party and without limiting the obligation of the Credit Parties each Loan Party to do so), ratably according to their respective portions in the amount of its pro rata share (based on its aggregate Revolving Facility Exposure and, in the case of the Total Credit Exposure in effect on indemnification of each Agent, and unused Commitments hereunder; provided that the date on which indemnification is sought (or, if indemnification is sought after aggregate principal amount of Swingline Loans owing to the date upon which Swingline Lender and of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to the Commitments shall have terminated and the Loans shall have been paid in full, Revolving Facility Lenders ratably in accordance with their respective portions of Revolving Facility Credit Exposure) (determined at the Total Credit Exposure in effect immediately prior to time such dateindemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following whether before or after the payment of the Loans)) be imposed on, incurred by or asserted against such Agent or such Issuing Bank in any way relating to or arising out of the Commitments, this Section 12.7 applies whether Agreement, any such investigation, litigation or proceeding is brought by any Lender of the other Loan Documents or any other Person. Without limitation documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent or such Issuing Bank under or in connection with any of the foregoing, each ; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s or such Issuing Bank’s gross negligence or willful misconduct. The failure of any Lender to reimburse each any Agent or any Issuing Bank, as the case may be, promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred amount required to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement be paid by the Lenders to such Agent or such Issuing Bank, as the case may be, as provided herein shall not affect relieve any other Lender of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent case may be, for any purpose shall, in the opinion its ratable share of such Agentamount, but no Lender shall be insufficient or become impaired, responsible for the failure of any other Lender to reimburse such Agent or such Issuing Bank, as the case may call be, for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess other Lender’s ratable share of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionamount. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsany Loan Document.

Indemnification. (i) The Lenders Committed Purchasers agree to severally indemnify each the Administrative Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation obligation, if any, of the Credit Parties Issuer and the Servicer to do soreimburse the Administrative Agent for any such amounts), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought Commitments (or, if indemnification is sought after the date upon which the Commitments shall have terminated terminated, Percentage Interests), and (ii) the Committed Purchasers in each Ownership Group agree to indemnify the Managing Agent for such Ownership Group in its capacity as such (without limiting the obligation, if any, of the Issuer and the Loans shall have been paid in fullServicer to reimburse such Managing Agent for any such amounts), ratably in accordance with according to their respective portions of Commitments (or, if the Total Credit Exposure in effect immediately prior to such dateCommitments have terminated, Percentage Interests), in each case from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that which may at any time (including at any time following the payment of the Loansobligations under this Agreement, including the Note Principal Balance) be imposed on, incurred by or asserted against an such Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided provided, that (i) no Lender Owner shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting from such Agent’s its own gross negligence or willful misconduct as determined by a final non-appealable judgment and (ii) no Ownership Group shall be liable for any amount in respect of a court any compromise or settlement or any of competent jurisdiction; provided, further, that no action taken the foregoing unless such compromise or settlement is approved by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other PersonSeries 2017-VFN Controlling Holders. Without limitation of the generality of the foregoing, each Lender shall Owner, other than a Conduit Purchaser, agrees to reimburse each Agent the Administrative Agent, promptly upon demand demand, for its ratable share of any costs or reasonable out-of-pocket expenses (including attorneys’ reasonable counsel fees) incurred by such the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, Agreement or any other Credit Transaction Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, that none of the Owners shall be responsible for the costs and expenses of the Administrative Agent in no event shall this sentence require any Lender to indemnify any Agent defending itself against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s claim alleging the gross negligence or willful misconduct as of the Administrative Agent to the extent such gross negligence or willful misconduct is determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction in a final and non-appealable decision. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent obligations under this Section 12.7 shall also apply to such Agent’s respective AffiliatesAgreement, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsincluding the Note Principal Balance.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such the Agent-Related Person (to the extent not reimbursed by or on behalf of the Credit Parties Company and without limiting the obligation of the Credit Parties Company to do so), ratably according to the respective amounts of their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (outstanding Loans, or, if indemnification is sought after the date upon which the Commitments shall have terminated and the no Loans shall have been paid in fullare outstanding, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date)Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or expenses and disbursements of any kind whatsoever that which may at any time (including at any time following after the payment repayment of the LoansLoans and all other Obligations) be imposed on, incurred by or asserted against an Agent any Agent-Related Person in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents Agreement or any documents other Loan Document or any document contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent any Agent-Related Person under or in connection with any of the foregoing; provided provided, however, that no Lender shall be liable to an Agent for the payment to any Agent-Related Person of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such any Agent’s -Related Person's gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Personmisconduct. Without limitation limiting the generality of the foregoing, each Lender shall agrees to reimburse each Agent the Agent-Related Persons promptly upon demand for its ratable share of any costs or out-of-pocket expenses and reasonable fees of counsel (including attorneys’ feesthe allocated cost of in-house counsel) incurred by such Agent the Agent-Related Person in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiationsnegotiation, legal proceedings or otherwise) of, or legal advice rendered in respect of its or the Lenders' rights or responsibilities under, this Agreement, any other Credit Document, Loan Document or any document contemplated by or referred to herein, herein to the extent that such Agent any Agent-Related Person is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsCompany.

Indemnification. The Lenders agree to severally Helix shall (A) indemnify each Agent in its capacity as such Consultant and Consulting Principal (jointly and/or severally, the "Indemnified Parties"), and hold them harmless to the fullest extent not reimbursed permitted by law against any losses, claims, damages or liabilities to which the Credit Indemnified Parties may become subject in connection with (i) their use of information that is inaccurate in any respect (as a result of misrepresentation, omission, failure to update, or otherwise) that is provided to Indemnified Parties by Helix, its representatives, agents or advisers, regardless of whether the Indemnified Parties knew or should have known of such inaccuracy, or (ii) any other aspect of rendering such services, in the case of each of clauses (i) and without limiting the obligation (ii) above unless it is finally judicially determined that such losses, claims, damages or liabilities relating thereto arise only out of the Credit gross negligence or willful misconduct of any of the Indemnified Parties, and (B) reimburse Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating, preparing to do sodefend or defending any lawsuits, claims, or other proceedings arising in any manner out of or in connection with their performance of their duties pursuant to the engagement contemplated herein, unless it is finally judicially determined that the losses, claims, damages or liabilities relating thereto arise only out of the gross negligence or willful misconduct of the Indemnified Parties. If, for any reason, the foregoing indemnity is unavailable to the Indemnified Parties or is insufficient to hold the Indemnified Parties harmless (other than in the event that the losses, claims, damages or liabilities relating thereto arise only out of the gross negligence or willful misconduct of the Indemnified Parties), ratably according then Helix shall contribute to their respective portions the amount paid or payable by Indemnified Parties as a result of the Total Credit Exposure in effect on the date on which indemnification is sought (orsuch claims, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penaltiesor expenses in such proportion as is appropriate to reflect not only the relative benefits received by Helix on the one hand and the Indemnified Parties on the other, actionsbut also the relative fault of Helix and the Indemnified Parties, judgments, suits, costs, expenses, or disbursements as well as any equitable considerations. Notwithstanding the provisions of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any the aggregate contribution of the Indemnified Parties to all claims, liabilities, losses, damages and expenses shall not exceed the amount of the fees actually received by Consultant pursuant to its engagement by Helix. It is hereby further agreed that the relative benefits to Helix on the one hand and the Indemnified Parties on the other Credit Documents or any documents contemplated by or referred hand with respect to herein or therein or the transactions contemplated hereby in the engagement referenced above shall be deemed to be in the same proportion as (i) the total value of the transaction bears to (ii) the fees paid to Consultant with respect to such transactions. Helix agrees that the indemnification and reimbursement commitments set forth in this Agreement shall apply whether or thereby not the Indemnified Parties are a formal party to any such lawsuits or any action taken or omitted by other proceedings, that the Administrative Agent or the Collateral Agent under or Indemnified Parties are entitled to retain separate counsel of their choice in connection with any of the foregoingmatters to which such commitments relate, that such commitments shall be in addition to any liability that Helix may have to the Indemnified Parties at common law or otherwise, and that such commitments shall extend upon the terms set forth in this Agreement to any controlling person, director, officer, employee, agent or affiliate of Indemnified Parties and shall survive any termination of this Agreement; provided that no Lender any such claim arising other than as a result of this indemnification procedure shall be liable to an Agent for serve as a set-off against any claim hereunder. Notwithstanding the payment provisions of any portion of such liabilitiesSection 1 above, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions indemnification provisions of the Required Lenders (or such other number or percentage of Prior Agreement shall survive this novation and the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes provisions of this Section 12.7. In 16 shall serve to supplement the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsprovisions therein.

Indemnification. The Lenders agree (a) In providing Services, Designated Custodian will act with reasonable care, using at least that degree of skill and care that it exercises with respect to severally similar notes held in custody for other customers comparable to Xxxxxxx Mac and with at least such skill and care as is customary in the industry. Designated Custodian agrees to indemnify each Agent in and hold harmless Xxxxxxx Mac and its capacity as such respective directors, officers, employees, agents, designees, successors and assigns (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so)each, ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against a “Xxxxxxx Mac Indemnitee”) for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costsdisbursements, expenseslosses, or disbursements costs and expenses of any kind whatsoever that or nature, including reasonable fees and expenses of counsel, court costs and costs of appeal which may at any time (including at any time following the payment of the Loans) be imposed on, incurred by by, or asserted against an Agent any Xxxxxxx Mac Indemnitee as the result of any negligence or willful misconduct by Designated Custodian in any way relating to its performance (or arising out nonperformance) of the Commitments, functions and duties of Designated Custodian required by this Agreement, the Guide and the Handbook, provided, however, that (i) Designated Custodian shall have no obligation to indemnify any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or Xxxxxxx Mac Indemnitee in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment respect of any portion matter for which Designated Custodian has been expressly exculpated from liability hereunder, including the provisions of such Section 2(f)(vi) and paragraph (D) of Exhibit A, and (ii) Designated Custodian shall not be required to indemnify or hold harmless any Xxxxxxx Mac Indemnitee to the extent that the related liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costsdisbursements, losses, costs and expenses or disbursements resulting resulted from such AgentXxxxxxx Mac’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsmisconduct.

Indemnification. The Lenders agree to severally indemnify each Agent and each Issuing Bank, in each case in its capacity as such (to the extent not reimbursed by Holdings or the Credit Parties Borrower and without limiting the obligation of Holdings or the Credit Parties Borrower to do so), ratably according to their respective portions in the amount of its pro rata share (based on its aggregate Revolving Facility Credit Exposure and, in the case of the Total Credit Exposure in effect on indemnification of each Agent, unused Commitments hereunder; provided that the date on which indemnification is sought (or, if indemnification is sought after aggregate principal amount of Swingline Loans owing to the date upon which Swingline Lender and of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to the Commitments shall have terminated and the Loans shall have been paid in full, Revolving Lenders ratably in accordance with their respective portions of Revolving Facility Credit Exposure) (determined at the Total Credit Exposure in effect immediately prior to time such dateindemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against an the Administrative Agent or such Issuing Bank in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent such Issuing Bank under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s or such AgentIssuing Bank’s gross negligence or willful misconduct as determined by a final non-appealable judgment misconduct. The failure of a court of competent jurisdiction; provided, further, that no action taken by any Lender to reimburse the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders any Issuing Bank, as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigationmay be, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred amount required to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement be paid by the Lenders to the Administrative Agent or such Issuing Bank, as the case may be, as provided herein shall not affect relieve any other Lender of its obligation hereunder to reimburse the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Administrative Agent or such Issuing Bank, as the case may be, for any purpose shall, in the opinion its ratable share of such Agentamount, but no Lender shall be insufficient or become impaired, such Agent may call responsible for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require failure of any other Lender to indemnify any reimburse the Administrative Agent against any liabilityor such Issuing Bank, obligationas the case may be, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess for such other Lender’s ratable share of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionamount. The agreements in this Section 12.7 9.07 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders severally agree to severally indemnify the Administrative Agent and the Collateral Agent, each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure Commitments or Loans, as applicable, outstanding in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoingIndemnified Liabilities; provided that no Lender shall be liable to an the Administrative Agent or the Collateral Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Administrative Agent’s or the Collateral Agent’s, as applicable, gross negligence negligence, bad faith or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Majority Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence negligence, bad faith or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ feesAttorney Costs) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence negligence, bad faith or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The (a) To the extent the Administrative Agent (or any affiliate thereof) is not reimbursed and indemnified by the Borrower, and without relieving the Borrower of its obligation to do so, the Lenders agree to severally will reimburse and indemnify each the Administrative Agent (and any affiliate thereof), including without limitation in its capacity as such (Collateral Agent under the Loan Documents, and any Auction Manager appointed pursuant to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according this Agreement in proportion to their respective portions of “percentage” as used in determining the Total Credit Exposure in effect Required Lenders (determined as if there were no Defaulting Lenders) on the date on which such indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure Loans and Commitments in effect immediately prior to such date), from ) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses, expenses or disbursements of any whatsoever kind whatsoever that or nature which may at any time (including at any time following the payment of the Loans) be imposed on, asserted against or incurred by the Administrative Agent (or asserted against an Agent any affiliate thereof) in any way relating to or arising out of the Commitments, performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement, any of the other Credit Documents Agreement or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoingother Loan Document; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent jurisdiction in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsnon‑appealable decision).

Indemnification. The Lenders agree to severally indemnify each Agent and the Revolving Facility Lenders agree to indemnify each Issuing Bank in its capacity as such (to the extent not reimbursed by Holdings or the Credit Parties Borrower and without limiting the obligation of Holdings or the Credit Parties Borrower to do so), ratably according to their respective portions in the amount of its pro rata share (based on its aggregate Revolving Facility Credit Exposure and, in the case of the Total Credit Exposure in effect on indemnification of each Agent, outstanding Term Loans and unused Commitments hereunder; provided, that the date on which indemnification is sought (or, if indemnification is sought after aggregate principal amount of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, Revolving Facility Lenders ratably in accordance with their respective portions of Revolving Facility Credit Exposure) (determined at the Total Credit Exposure in effect immediately prior to time such dateindemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following whether before or after the payment of the Loans)) be imposed on, incurred by or asserted against such Agent or such Issuing Bank in any way relating to or arising out of the Commitments, this Section 12.7 applies whether Agreement, any such investigation, litigation or proceeding is brought by any Lender of the other Loan Documents or any other Person. Without limitation documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent or Issuing Bank under or in connection with any of the foregoing; provided, each further, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s or Issuing Bank’s gross negligence or willful misconduct. The failure of any Lender to reimburse each any Agent or Issuing Bank, as the case may be, promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred amount required to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement be paid by the Lenders to such Agent or Issuing Bank, as the case may be, as provided herein shall not affect relieve any other Lender of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent case may be, for any purpose shall, in the opinion its ratable share of such Agentamount, but no Lender shall be insufficient or become impaired, responsible for the failure of any other Lender to reimburse such Agent or Issuing Bank, as the case may call be, for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess other Lender’s ratable share of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionamount. The agreements in this Section 12.7 8.07 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of Holdings or the BorrowerBorrowers; provided that such reimbursement by the Lenders shall not affect Holdings’ or the Borrower’s Borrowers’ continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors. For the avoidance of doubt, for purposes of this Section 12.7, the term “Lender” includes any Letter of Credit Issuer.

Indemnification. The Lenders agree to severally indemnify each Agent If any Hazardous Materials are released, discharged or disposed of by Tenant or any other occupant of the Premises, or their employees, agents, invitees or contractors, on or about the Property in its capacity as such violation of the foregoing provisions, Tenant shall immediately and in compliance with applicable Laws clean up, remediate and remove the Hazardous Materials from the Property and any other affected property and clean or replace any affected personal property not owned by Tenant (to the extent whether or not reimbursed owned by the Credit Parties and Landlord), at Tenant’s expense (without limiting the obligation of the Credit Parties Landlord’s other remedies therefor). Tenant shall further be required to do so)indemnify, ratably according hold harmless and defend (by counsel reasonably acceptable to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (orLandlord) Landlord, if indemnification is sought after the date upon which the Commitments shall have terminated Landlord’s directors, officers, partners, employees, agents, successors and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), assigns from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, actionsforfeitures, judgments, suits, costs, expenses, judgments or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable attorneys’ fees) incurred or death of or injury to any person or damage to any property whatsoever, arising out of: (i) a violation of the provisions of this Article by such Agent Tenant, Tenant’s occupants, employees, contractors or agents; (ii) the presence in, on, under or about the Premises or discharge in connection with or from the preparationPremises of any Hazardous Materials placed in, executionunder or about the Premises by Tenant or at Tenant’s direction, deliveryexcluding any tenant improvement work done by Landlord; (iii) Tenant’s use, administrationanalysis, modificationstorage, amendment transportation, disposal, release, threatened release, discharge or enforcement (whether through negotiationsgeneration of Hazardous Materials to, legal proceedings or otherwise) ofin, or legal advice rendered in respect of rights or responsibilities on, under, this Agreement, about or from the Premises; or (iv) Tenant’s failure to comply with any other Credit Document, or any document contemplated by or referred Hazardous Materials Law applicable hereunder to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionTenant. The agreements in provisions of this Section 12.7 Article shall survive the payment expiration or earlier termination of the Loans this Lease. Landlord will indemnify, defend (by counsel reasonably acceptable to Tenant), protect, and hold Tenant and each of Tenant’s employees, agents, successors and assigns, free and harmless from and against any and all other amounts payable hereunder. The indemnity provided claims, demands, liabilities, damages, judgments, penalties, forfeitures, losses or expenses (including reasonable attorney’s fees) or death of or injury to each Agent under this Section 12.7 shall also apply any person or damage to such Agent’s respective Affiliatesany property whatsoever, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.arising out of;

Indemnification. The Lenders agree to severally A. To the fullest extent permitted by applicable law, the Partnership shall indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), Indemnitee from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities (whether joint or several), expenses (including, without limitation, attorney’s fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, judgmentssuits or proceedings, suitscivil, costscriminal, expensesadministrative or investigative, that relate to the operations of the Partnership (“Actions”) as set forth in this Agreement in which such Indemnitee may be involved, or disbursements is threatened to be involved, as a party or otherwise; provided, however, that the Partnership shall not indemnify an Indemnitee (1) for grossly negligent acts, willful misconduct or a knowing violation of the law, (2) for any transaction for which such Indemnitee received an improper personal benefit in violation or breach of any kind whatsoever that may at any time (including at any time following the payment provision of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or (3) in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigationcriminal proceeding, litigation the Indemnitee had reasonable cause to believe that the act or proceeding giving rise omission was unlawful. Without limitation, the foregoing indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements liability of any kind whatsoever that may at Indemnitee, pursuant to a loan guaranty or otherwise, for any time occur (including at any time following the payment indebtedness of the LoansPartnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), this Section 12.7 applies whether any such investigationand the General Partner is hereby authorized and empowered, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by Partnership, to enter into one or more indemnity agreements consistent with the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If provisions of this Section 7.7 in favor of any indemnity furnished to any Agent Indemnitee having or potentially having liability for any purpose shall, in the opinion such indebtedness. The termination of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, proceeding by judgment, suit, cost, expense order or disbursement in excess settlement does not create a presumption that the Indemnitee did not meet the requisite standard of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements conduct set forth in this Section 12.7 7.7.A. Any indemnification pursuant to this Section 7.7 shall survive the payment be made only out of the Loans assets of the Partnership and all other amounts payable hereunder. The indemnity provided any insurance proceeds from the liability policy covering the General Partner and any Indemnitees, and neither the General Partner nor any Limited Partner shall have any obligation to each Agent contribute to the capital of the Partnership or otherwise provide funds to enable the Partnership to fund its obligations under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors7.7.

Indemnification. The Lenders agree to severally (a) From and after the Closing, Seller shall indemnify each Agent in and save and hold harmless Purchaser and its capacity as such (to the extent not reimbursed by the Credit Parties Subsidiaries and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of officers, directors and Affiliates (collectively, the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), “Purchaser Indemnitees”) from and against any and all liabilitiesdemands, obligationsclaims, actions or causes of action, assessments, losses, damages, penaltiesliabilities, actionsdiminution in value, judgments, suits, costs, costs and expenses, or disbursements including interest, penalties and reasonable attorneys’ fees and expenses, in each case on a basis net of any kind whatsoever that may at actual benefit (“Damages”), resulting from, arising out of, or incurred in connection with: (i) any time (including at failure of any time following the payment representation or warranty made by Seller to be true and correct or any nonfulfillment, violation or breach of the Loanscovenant set forth in Section 4.16 (Business Plan; Capital Expenditures); (ii) be imposed onany nonfulfillment, incurred violation or breach of any covenant or agreement made by or asserted against an Agent Seller in this Agreement (other than Section 4.16 (Business Plan; Capital Expenditures)), in each case existing as of the Closing; and (iii) Excluded Liabilities; provided, that, without derogation of any way relating right to or indemnification hereunder with respect to any breach of the representations and warranty contained in Section 3.2(e) (Financial Statements; Undisclosed Liabilities), Damages resulting from, arising out of the Commitmentsof, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or incurred in connection with any failure of any representation or warranty made by Seller in Section 3.2(l) to be true and correct shall be limited to Pre-Closing Taxes resulting from, arising out of or incurred in connection with such breach. The Purchaser Indemnitees shall not be entitled to assert any indemnification pursuant to Section 6.2(a)(i) after the expiration of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionapplicable survival period referenced in Section 6.1; provided, further, that no action taken by the Administrative Agent in accordance with the directions if on or prior to such expiration of the Required Lenders (or applicable survival period a notice of claim shall have been given to Seller pursuant to Section 6.3 for such other number or percentage of indemnification, the Lenders as Purchaser Indemnitees shall continue to have the right to be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection indemnified with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that matter or matters to which such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against claim relates until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense claim for indemnification has been satisfied or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsotherwise resolved.

Indemnification. The Lenders agree Each Lender severally agrees to severally indemnify each of the Administrative Agent in and the Collateral Agent and its capacity as respective directors, officers, employees, affiliates, agents, advisors and sub-agents and the parent company or holding company that controls such Person (the “Indemnified Agent Parties”) (to the extent not reimbursed by the Credit Parties and without limiting Loan Parties, the obligation of Parent pursuant to the Credit Parties Parent Guaranty, the Equity Owner, the Parent Equity Owner or the Equity Owner GP pursuant to do sothe Equity Owner Guaranty, Borrower GP pursuant to the Borrower GP Guaranty or Blackstone pursuant to the Blackstone Guaranty), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date)Lender’s Lender 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 that which may at any time (including at any time following the payment of the Loans) be imposed on, incurred by by, or asserted against an such Indemnified Agent Party in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby Agreement or any action taken or omitted by the Administrative such Indemnified Agent or the Collateral Agent Party under or in connection with any of the foregoingthis Agreement; provided provided, that no Lender shall be liable required to an indemnify any Indemnified Agent for Party to the payment extent of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements amounts resulting from such Agent’s the gross negligence negligence, fraud or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative such Indemnified Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other PersonParty. Without limitation of the generality of the foregoing, each Lender shall agrees to reimburse each of the Administrative Agent and the Collateral Agent, ratably according to such Lender’s Lender Percentage, promptly upon demand demand, for its ratable share of any costs or reasonable out-of-pocket expenses (including attorneys’ reasonable counsel fees) incurred by such Agent thereby in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent in Supplier shall indemnify, defend and hold harmless Glatfelter and its capacity as such officers, directors, employees, agents, licensees, sub-licensees and all their successors and assigns (to collectively, the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), "lndemnitees") from and against any and all liabilitieslosses, obligationsclaims, lossesdemands, suits, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time liabilities and related costs and expenses (including at any time following attorneys' fees, litigation expenses and costs of establishing rights to indemnification) (collectively, the payment of the Loans“Claims”) be imposed on, incurred by or asserted against an Agent in any way relating to or Indemnitee arising out of or in connected with: (A) Supplier's failure to perform under the CommitmentsAgreement; (B) Supplier's breach of any provisions, representations or warranties of the Agreement; (C) any breach of Section 11 or act constituting fraud, willful misconduct or negligence of Supplier; (D) accidents, occurrences, injuries or losses to or of any person or property or the environment that are related to or result from, in whole or in part, by the Services or Products or the use or operation (except where the Indemnitee is grossly negligent) of the Services or Products, or from Supplier’s possession, use or maintenance of Glatfelter- owned or provided Equipment; (E) Supplier's failure to comply with the on-site work rules and other Glatfelter’s published rules and policies (which shall be incorporated by reference and made a part of this Agreement), if applicable; or (F) any claims that the Services, Products or any other Intellectual Property delivered or licensed or to which rights are otherwise acquired hereunder (together, “IP Assets”), or any part or parts thereof, infringe or misappropriate any patents, copyrights or any other rights of others. Notwithstanding any other provision of this Agreement, Supplier expressly agrees that it shall cover any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent and all liability for the payment specified acts or occurrences which result in harm to Supplier's employees, subcontractors or agents, including specifically acts or occurrences involving Indemnitee's own negligence. Supplier's indemnification obligations hereunder shall not be limited by any limitation on the amount or types of any portion of such liabilities, obligations, losses, damages, penaltiescompensation or benefits payable under workers' compensations acts, actionsdisability benefits acts, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7employee benefit acts. In the case of event that any investigationIP Assets are alleged or found to be misappropriated from, litigation or proceeding giving rise to any liabilitiesinfringe on the intellectual or industrial property rights of, obligationsa third- party, lossesor if their use by Glatfelter is enjoined, damagesthen in addition to the foregoing indemnification obligation, penaltiesand at Glatfelter’ option and Supplier’s sole expense, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur Supplier shall: (including at any time following the payment of the Loans), this Section 12.7 applies whether any X) secure a license to use such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by portion to enable such Agent IP Assets to be utilized in connection a manner consistent with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect terms of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.,

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to severally indemnify each upon demand the Administrative Agent in and its capacity as such Affiliates, directors, officers, agents and employees (to the extent not reimbursed by the Credit Parties Borrower and without limiting the obligation of the Credit Parties Borrower to do so), ratably according to the respective amounts of their respective portions of the Total Credit Exposure Commitment Percentages in effect on the date on which the cause for indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date)arose, from and against any and all liabilitiesclaims, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that which may at any time occur (including at any time following the payment of the Loans)Obligations or the Termination Date) be imposed on, incurred by or asserted against the Administrative Agent (or any of its Affiliates, directors, officers, agents and employees) in any way relating to or arising out of this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender Agreement or any other PersonTransaction Document, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent it results from the gross negligence or willful misconduct of the Administrative Agent or its Affiliates, directors, officers, agents or employees. Without limitation of the foregoing, each Lender shall reimburse each the Administrative Agent upon demand for its ratable share of any reasonable and documented costs or out-of-pocket expenses (including attorneys’ legal fees) incurred by such the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Transaction Document, or any document contemplated by or referred to herein, to the extent that such the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. (a) The Lenders agree to severally indemnify Trust, on behalf of each Agent in its capacity Fund individually and not jointly, as such (sole owner of the Property, agrees, to the extent not reimbursed permitted by applicable law, to indemnify and hold harmless the Credit Parties Custodian and its nominees from all taxes, charges, expenses, assessments, claims, and liabilities (including, without limitation, liabilities arising under the 1933 Act, the Securities Exchange Act of 1934, the 1940 Act, and any state and foreign securities and blue sky laws, all as or to be amended from time to time) and expenses, including (without limitation) reasonable attorney’s fees and disbursements, arising directly or indirectly (a) from the fact that securities included in the Property are registered in the name of any such nominee or (b) without limiting the obligation generality of the Credit Parties foregoing clause (a) from any action or thing which the Custodian takes or does or omits to take or do so), ratably according to their respective portions (i) at the request or on the direction of or in reliance on the advice of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably Trust given in accordance with their respective portions the terms of this Agreement, or (ii) upon Proper Instructions, provided, that neither the Total Credit Exposure in effect immediately prior Custodian nor any of its nominees shall be indemnified against any liability to the Trust or to its Shareholders (or any expenses incident to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time liability) (including at any time following the payment of the Loansx) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, Custodian’s or such nominee’s own willful misfeasance or negligence of its duties under this Agreement, any of the other Credit Documents Agreement or any documents contemplated by agreement between the Custodian and any nominee, or referred to herein (y) constituting any incidental or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, consequential damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case event of any investigation, litigation or proceeding giving rise to advance of cash for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following purpose made by the payment Custodian resulting from Proper Instructions of the Loans)Trust, this Section 12.7 applies whether or in the event that the Custodian or its nominee shall incur or be assessed any such investigationtaxes, litigation charges, expenses, assessments, claims or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent liabilities in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect performance of rights or responsibilities under, this Agreement, any other Credit Document, except such as may arise from its or any document contemplated by its nominee’s or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrowersub-custodian’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross own negligence or willful misconduct as determined by a final non-appealable judgment misfeasance, the Trust shall promptly reimburse the Custodian for such advance of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to cash or such Agent’s respective Affiliatestaxes, directorscharges, officersexpenses, membersassessments, controlling persons, employees, trustees, investment advisors and agents and successorsclaims or liabilities.

Indemnification. The Lenders agree to severally Borrower shall indemnify each Agent in and hold the Lender and its capacity as such officers, directors, agents, employees, representatives, shareholders, affiliates, successors and assigns (to collectively, the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), "Indemnified Parties") harmless from and against any and all claims, demands, damages (including special and consequential damages), liabilities, obligationsactions, causes of action, legal proceedings, administrative proceedings, suits, injuries, costs, losses, damagesdebts, penaltiesliens, actionsinterest, judgmentsfines, suitscharges, penalties and expenses (including attorneys', accountants', consultants', and expert witness fees and costs) of every kind and nature (collectively, expenses, the "Claims") arising directly or disbursements indirectly out of or relating to any or all of the following: (i) Borrower's breach of any kind whatsoever that may at of its Obligations or warranties under the Loan Documents; (ii) any time act or omission by Borrower or any of its employees or agents; (including at any time following the payment iii) Borrower's use of the LoansCollateral or any other activity or thing allowed or suffered by Borrower to be done on or about the any of Borrower's properties; and (iv) be imposed onany claims for commissions, incurred by finder's fees or asserted against an Agent in any way relating to or brokerage fees arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein Loan or the transactions contemplated hereby by the Loan Documents, if such claim is based on any act, omission or thereby agreement by Borrower or any action taken or omitted by Affiliate. Notwithstanding anything to the Administrative Agent or contrary contained in this Section, Borrower shall not be obligated to indemnify any Indemnified Party for any liabilities resulting solely from the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as intentional tortious conduct of such Indemnified Party which such Indemnified Party is determined by a the final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by jurisdiction to have committed. Borrower's obligation to indemnify the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of Indemnified Parties under this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 6.2 shall survive the payment cancellation of the Loans Note and all other amounts payable hereunder. The indemnity provided to each Agent the release of the Lender's security interests under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsthe Security Agreements.

Indemnification. The Lenders agree Custodian shall have no duty other than to severally indemnify each Agent in its capacity as such (follow the written instructions of the Depositor, the Depositor’s agents, investment advisors and/or Designated Beneficiaries, and shall be under no duty to the extent question said instructions and shall not reimbursed be liable for any investment losses sustained by the Credit Parties and without limiting Depositor under any circumstances. By performing services under this Agreement, the obligation Custodian is acting as the agent of the Credit Parties to do so)Depositor, ratably according to their respective portions of the Total Credit Exposure and nothing in effect this Agreement shall be construed as conferring fiduciary status on the date on which indemnification is sought (orCustodian. The Depositor agrees to release, if indemnification is sought after defend, indemnify and hold harmless the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), Custodian from and against any and all liabilitiesliability, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, expensesexpenses (including, without limitation, all reasonable attorneys’ fees) arising from or disbursements related to the Custodial Agreement and/or Custodial Account, including but not limited to, losses to the Depositor and/or to the Depositor’s beneficiary(ies) as a result of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken (or omitted by the Administrative Agent or the Collateral Agent under or to be taken) pursuant to and/or in connection with any of investment transaction directed by the foregoing; provided that no Lender shall be liable to an Agent for Depositor, the payment of any portion of such liabilitiesDepositor’s agents, obligationsinvestment advisors and/or Designated Beneficiaries, lossesincluding, without limitation, claims, damages, penaltiesliability, actionsactions and losses asserted by the Depositor or the Depositor’s beneficiary(ies). The Depositor agrees to reimburse and/or advance to us, judgmentson demand, suitsall legal fees, expenses, costs, expenses fines, penalties and obligations incurred or disbursements resulting to be incurred in connection with the defense, contest, prosecution or satisfaction of any claim made, threatened or asserted pertaining to any investment or action the Depositor, or the Depositor’s agent ,directed through the Custodian, including, without limitation, claims asserted by the Depositor, any state or federal regulatory authority or self-regulatory organization. In the event of claims by others related to the Depositor’s account and/or investment wherein the Custodian is named as a party, the Custodian shall have the full and unequivocal right, at their sole discretion, to select their own attorneys to represent them in such litigation and deduct from the Depositor’s account any amounts to pay for any costs and expenses, including, but not limited to, all reasonable attorneys’ fees, and costs and internal costs (collectively “Litigation Costs”), incurred by the Custodian in the defense of such Agentclaims and/or litigation. The Custodian shall have the full and unequivocal right to freeze the Depositor’s gross negligence or willful misconduct as determined account, liquidate the Depositor’s assets, and/or initiate legal action in order to obtain the Custodian’s Litigation Costs. The Depositor also understands and agrees that the Custodian will not be responsible to take any action should there be any default with regard to any investment directed by a final non-appealable judgment of a court of competent jurisdiction; provided, further, the Depositor. The Depositor understands that no action taken by one at the Administrative Agent Custodian has authority to agree to anything different than the Depositor’s foregoing understandings of the Custodian’s policy. No changes to the Custodian’s policy are effective unless made in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes terms of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided term Custodian includes New Vision Trust Company, a State Chartered South Dakota Trust Company, its agents, assigns, nominees, delegates, joint ventures and/or affiliates including, but not limited to each Agent under this Section 12.7 shall also apply to such Agent’s respective AffiliatesAmerican, directorsIRA, officersLLC a North Carolina limited liability Company, members, controlling persons, employees, trustees, investment advisors and agents and successorsits affiliates and/or assigns.

Indemnification. The Lenders agree to severally indemnify each Agent in and its capacity as such officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Credit Parties Borrower and without limiting the obligation of the Credit Parties Borrower to do so), ratably according to their respective portions of the Total Credit Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section 10.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit such Aggregate Exposure in effect Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against an such Agent Indemnitee in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative such Agent or the Collateral Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such AgentAgent Indemnitee’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereofmisconduct; and provided, further, to the extent any indemnification of the Issuing Lender or the Swingline Lender is required pursuant to this sentence shall not be deemed to require Section 10.7 as a result of any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgmentjudgment or suit against such Person solely in its capacity as Issuing Lender or Swingline Lender, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionindemnification shall be limited to the Revolving Lenders only. The agreements in this Section 12.7 10.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent For and in consideration of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the DEVELOPER shall indemnify, defend, and hold harmless the COUNTY and FDOT and all of its capacity as such (to the extent not reimbursed by the Credit Parties agents and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), employees from and against any and all liabilitiesclaim, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penaltycost, attorney's fee, charge, or expense of whatever kind or nature which the COUNTY or FDOT may sustain, suffer, or incur, or be required to pay by reason of the loss of any monies paid to the DEVELOPER resulting out of fraud, defalcation, or dishonesty; or arising out of any act, action, judgmentneglect, suitor omission by the DEVELOPER during the performance of this DA, costany work under this DA, expense or disbursement any part thereof, whether direct or indirect; or by reason or result of injury caused by the DEVELOPER'S negligent maintenance of the property over which the DEVELOPER has control; or by reason of a judgment over and above the limits provided by the insurance required under this DA; or by any defect in excess the condition or construction of the Pipeline Projects, except that the DEVELOPER will not be liable under this provision for damages arising out of the injury or damage to persons or property directly caused or resulting from the sole negligence of the COUNTY or FDOT or any of their agents or employees, unless such COUNTY or FDOT negligence arises from the COUNTY or FDOT review referenced in Paragraph Nos. 5.e, 5.h, and 6.c of this DA. The DEVELOPER'S obligation to indemnify, defend, hold harmless as described hereinabove, shall arise within seven (7) days of receipt by the DEVELOPER of the COUNTY'S or FDOT's written notice of claim for indemnification to the DEVELOPER. The notice of claim for indemnification shall be served pursuant to the notice provisions contained in Section 11.g. The DEVELOPER'S obligation to defend and indemnify within seven (7) days of receipt of such Lender’s pro rata portion thereof; and provided, further, this sentence written notice shall not be deemed excused because of the DEVELOPER'S inability to require any Lender evaluate liability or because the DEVELOPER evaluates liability and determines the DEVELOPER is not liable or determines the COUNTY or FDOT is solely negligent. Only a final, adjudicated judgment finding the COUNTY or FDOT solely negligent shall excuse performance of this provision by the DEVELOPER. If a judgment finding the COUNTY or FDOT solely negligent is appealed and the finding of sole negligence is reversed, the DEVELOPER shall be obligated to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense the COUNTY or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment FDOT for the cost of a court of competent jurisdictionthe appeal(s). The agreements in DEVELOPER shall pay all costs and fees related to this Section 12.7 obligation and its enforcement by the COUNTY or FDOT. The DEVELOPER shall survive also include for the payment Pipeline Projects this indemnity provision, replacing the word DEVELOPER with the name of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorscontractor(s).

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided provided, that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided provided, that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or 150 referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of Holdings or the Borrower; provided that such reimbursement by the Lenders shall not affect Holdings’ or the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, provided that in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each the Administrative Agent and the Lead Arranger in its capacity as such (to the extent not reimbursed by Parent or the Credit Parties Borrowers and without limiting the obligation of Parent or the Credit Parties Borrowers to do so), ratably according each in an amount equal to their respective portions of the Total Credit Exposure its pro rata share (based on its applicable outstanding Loans in effect on the date on which indemnification is sought under this Section 8.15 (or, if indemnification is sought after the date upon which the all Commitments shall have terminated and the Loans and Obligations shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure such outstanding Loans and Commitments as in effect immediately prior to such date)) thereof, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following whether before or after the payment of the Loans)) be imposed on, this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by or asserted against such Administrative Agent or Lead Arranger in connection with the preparation, execution, delivery, administration, modification, amendment any way relating to or enforcement (whether through negotiations, legal proceedings or otherwise) arising out of, or legal advice rendered in respect of rights or responsibilities underthe Commitments, this Agreement, any of the other Credit Document, Loan Documents or any document documents contemplated by or referred to herein, to herein or therein or the extent that transactions contemplated hereby or thereby or any action taken or omitted by such Administrative Agent is not reimbursed for such expenses by or on behalf Lead Arranger under or in connection with any of the Borrowerforegoing (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE ADMINISTRATIVE AGENT OR ANY RELATED PARTIES); provided that such reimbursement by no Lender shall be liable for the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If payment of any indemnity furnished to any Agent for any purpose shall, in the opinion portion of such Agentliabilities, be insufficient obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or become impaired, such Agent may call for additional indemnity disbursements that are found by a final and cease, or not commence, nonappealable decision of a court of competent jurisdiction to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting have resulted from such Administrative Agent’s or Lead Arranger’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally Borrower shall indemnify each Agent in its capacity as such (to of Agent, the extent not reimbursed by the Credit Parties Lenders, and without limiting the obligation of the Credit Parties to do so), ratably according to each Affiliate thereof and their respective portions directors, officers, employees and agents from, and hold each of the Total Credit Exposure in effect on the date on which indemnification is sought (orthem harmless against, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all losses, liabilities, obligationsclaims or damages to which any of them may become subject, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY INDEMNIFIED PARTIES, insofar as such losses, damagesliabilities, penalties, actions, judgments, suits, costs, expenses, claims or disbursements damages arise out of or result from any (i) actual or proposed use by Borrower of the proceeds of any kind whatsoever that may at extension of credit (whether a Loan or a Letter of Credit) by any time Lender hereunder; (including at ii) breach by any time following the payment Obligor of the Loansthis Agreement or any other Loan Document; (iii) be imposed onviolation by any Obligor of any Legal Requirement; (iv) investigation, incurred by litigation or asserted against an Agent in any way other proceeding relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or foregoing, and Borrower shall reimburse Agent, each Lender, and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or reasonable expenses (including reasonable legal fees) incurred in connection with any such investigation or proceeding, or (v) taxes (excluding income taxes and franchise taxes) payable or ruled payable by any Governmental Authority in respect of the foregoingObligations or any Loan Document, together with interest and penalties, if any; provided PROVIDED that no Lender Borrower shall not be liable required to an Agent indemnify any party seeking indemnification for the payment of any portion of such liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penaltiescosts or expenses to the extent, actionsbut only to the extent, judgmentscaused by (i) the willful misconduct or gross negligence of the party seeking indemnification, suitsor (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law or (iii) disputes between or among any and all of Agent, costsLenders and Issuers.. Nothing in this Section is intended to limit the obligations of Borrower under any other provision of this Agreement. Agent and each Lender, expenses or disbursements resulting respectively, shall indemnify Borrower and hold Borrower harmless from such Agent’s and against the gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders Lender, as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsbe.

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to severally shall indemnify each Agent in its capacity as such upon demand the Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Credit Parties Company and without limiting the obligation of the Credit Parties Company to do so), ratably pro rata according to their each respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (orLender's Pro Rata Share, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), each Administrative Agent-Related Person from and against any and all liabilitiesIndemnified Liabilities INCLUDING SUCH INDEMNIFIED LIABILITIES AS MAY ARISE OR BE CAUSED BY THE NEGLIGENCE, obligationsSOLE, lossesJOINT, damagesCONCURRENT, penaltiesCOMPARATIVE OR OTHERWISE OF SUCH ADMINISTRATIVE AGENT-RELATED PERSONS; provided, actionshowever, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment to any Administrative Agent-Related Persons of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting Indemnified Liabilities to the extent the same arise from such Agent’s (i) the gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation Administrative Agent-Related Person or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (ii) a claim or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation action asserted by one or proceeding is brought by any Lender or any more other PersonAdministrative Agent-Related Persons. Without limitation of the foregoing, each Lender shall reimburse each the Administrative Agent upon demand for its ratable share of any costs or out-of-out of pocket expenses (including attorneys’ feesAttorney Costs) incurred by such the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, Transaction Document or any document contemplated by or referred to herein, to the extent that such the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionCompany. The agreements undertaking in this Section 12.7 10.7 shall survive the payment of all Obligations hereunder and the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such resignation or replacement of the Administrative Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify the Administrative Agent and the Collateral Agent, each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure Loans outstanding in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure Loans in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) occur, be imposed on, incurred by or asserted against an the Administrative Agent or the Collateral Agent in any way relating to or arising out of the CommitmentsLoans, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an the Administrative Agent or the Collateral Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s ’s, as applicable, gross negligence negligence, bad faith or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Loan Documents) shall be deemed to constitute gross negligence negligence, bad faith or willful misconduct for purposes of this Section 12.78.07. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 8.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Loan Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the BorrowerBorrowers; provided that such reimbursement by the Lenders shall not affect the Borrower’s Borrowers’ continuing joint and several reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence negligence, bad faith or willful misconduct misconduct, as determined by a in the final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 8.07 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in fullTermination Date, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of Holdings or the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations Reimbursement Obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such LenderXxxxxx’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally Each Bank shall, ratably in accordance with the sum of (i) its unused Commitment, (ii) its Pro Rata Share of all L/C Obligations outstanding and (iii) any Loans outstanding of such Bank, indemnify each Agent in the Administrative Agent, its capacity as such affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including counsel fees and disbursements), claim, demand, loss, damages or liability (except such as result from such indemnitee’s gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with the Existing Credit Parties Agreement or this Agreement, as the case may be, or any action taken or omitted by such indemnitees hereunder. Each Bank severally agrees to indemnify each Issuing Bank (to the extent not promptly reimbursed by the Borrower and without limiting the its obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably so in accordance with their respective portions of the Total Existing Credit Exposure in effect immediately prior to such date), Agreement or this Agreement) from and against such Bank’s Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind or nature whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by by, or asserted against an Agent such Issuing Bank in its capacity as such in any way relating to or arising out of the Commitments, Existing Credit Agreement or this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein Notes or the transactions contemplated hereby or thereby Issuer Documents, or any action taken or omitted by such Issuing Bank under the Administrative Agent Existing Credit Agreement or this Agreement, the Notes or the Collateral Agent under Issuer Documents (including the issuance or in connection with transfer of, or payment or failure to pay under, any Letter of the foregoingCredit); provided that no Lender Bank shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting directly and primarily from such AgentIssuing Bank’s gross negligence or willful misconduct as determined by found in a final final, non-appealable judgment of by a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall Bank agrees to reimburse each Agent such Issuing Bank promptly upon demand for its ratable share Pro Rata Share of any costs or out-of-pocket and expenses (including attorneys’ feesincluding, without limitation, reasonable fees and expenses of counsel) incurred payable by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to hereinBorrower under Section 9.03, to the extent that such Agent Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrower in accordance with the Existing Credit Agreement or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsAgreement.

Indemnification. (a) The Lenders agree to severally indemnify each Agent in its capacity as such (or any Affiliate thereof) and the Other Representatives (or any Affiliate thereof) (to the extent not reimbursed by the Credit Parties Borrowers or any other Loan Party and without limiting the obligation of the Credit Parties Borrowers to do so), ratably according to their respective portions of the Total Credit Exposure Percentages in effect on the date on which indemnification is sought under this subsection 10.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Revolving Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that which may at any time (including at any time following the payment of the Revolving Loans) be imposed on, incurred by or asserted against an the Administrative Agent (or any Affiliate thereof) in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative any Agent (or the Collateral Agent any Affiliate thereof) under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting to the extent arising from (a) such Agent’s gross negligence negligence, bad faith or willful misconduct or (b) claims made or legal proceedings commenced against such Agent by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by such. The obligations to indemnify the Administrative Agent Issuing Lender and Swing Line Lender shall be ratable among the Lenders in accordance with their respective Commitments (or, if the directions Commitments have been terminated, the outstanding principal amount of their respective Revolving Loans and L/C Obligations and their respective participating interests in the Required Lenders (or such other number or percentage outstanding Letters of the Lenders as Credit) and shall be required payable only by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionLenders. The agreements in this Section 12.7 subsection 10.7 shall survive the payment of the Revolving Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify the Administrative Agent, Issuing Lender and Swingline Lender, each Agent in its capacity as such (to the extent not reimbursed by Holdings or the Credit Parties Borrower and without limiting the obligation of Holdings or the Credit Parties Borrower to do so), ratably according to their respective portions of the Total Credit Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit such Aggregate Exposure in effect Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against an Agent the Administrative Agent, Issuing Lender or Swingline Lender in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the such Administrative Agent Agent, Issuing Lender or the Collateral Agent Swingline Lender under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from such AgentPerson’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors9.8.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties Borrower and without limiting the obligation of the Credit Parties Borrower to do so), ratably according each in an amount equal to their respective portions of the Total Credit Exposure in effect its pro rata share (based on the date on which indemnification is sought its Commitments hereunder (or, or if indemnification is sought after the date upon which the such Commitments shall have terminated and the Loans shall have expired or been paid in fullterminated, ratably in accordance with their the respective portions principal amounts of the Total Credit Exposure its applicable outstanding Loans or participations in effect immediately prior to such dateL/C Disbursements, as applicable)) thereof, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following whether before or after the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of of, the Commitments, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7misconduct. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following described in the payment of the Loans)immediately preceding sentence, this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ the fees, disbursements and other charges of counsel) incurred by such the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or and responsibilities under, this Agreement, any other Credit Loan Document, or any document contemplated by or referred to herein, to the extent that such the Administrative Agent is not reimbursed for such costs or expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally Each Borrower and Guarantor shall, jointly and severally, indemnify and hold Administrative Agent, Issuing Bank, Swing Line Lender and each Agent in Lender, and its capacity as officers, directors, agents, employees, advisors and counsel and their respective Affiliates (each such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do soperson being an “Indemnitee”), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities, actions, judgments, suits, costs, expenses, costs or disbursements of any kind whatsoever that may at any time expenses (including at any time following the payment of the Loansattorneys’ fees and expenses) be imposed on, incurred by or asserted against any of them in connection with any litigation, investigation, claim or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, any other Financing Agreements, or any undertaking or proceeding related to any of the transactions contemplated hereby or any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs, and the fees and expenses of counsel except that Borrowers and Guarantors shall not have any obligation under this Section 11.5 to indemnify an Indemnitee with respect to a matter covered hereby to the extent resulting from the gross negligence or wilful misconduct of such Indemnitee as determined pursuant to a final, non-appealable order of a court of competent jurisdiction (but without limiting the obligations of Borrowers or Guarantors as to any other Indemnitee). To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrowers and Guarantors shall pay the maximum portion which it is permitted to pay under applicable law to Administrative Agent and Lenders in satisfaction of indemnified matters under this Section. To the extent permitted by applicable law, no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any way relating claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of the Commitmentsof, in connection with, or as a result of, this Agreement, any of the other Credit Documents Financing Agreements or any documents undertaking or transaction contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent hereby. All amounts due under or in connection with any of the foregoing; provided that no Lender this Section shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent payable upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictiondemand. The agreements in this Section 12.7 foregoing indemnity shall survive the payment of the Loans Obligations and all other amounts payable hereunder. The indemnity provided to each Agent under the termination or non-renewal of this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsAgreement.

Indemnification. The Lenders agree Each LC Participant and Related Committed Lender agrees to severally indemnify each Agent and hold harmless the Administrator (but solely in its capacity as such Administrator) and its officers, directors, employees, representatives and agents and the LC Bank (to the extent not reimbursed by the Credit Parties any Borrower, any Servicer or any Originator and without limiting the obligation of the Credit Parties any Borrower, any Servicer, or any Originator to do so), ratably according to their (based on respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), Group Commitments) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitssettlements, costs, expenses, or expenses and disbursements of any kind whatsoever (including in connection with any investigative or threatened proceeding, whether or not the Administrator, the LC Bank or such Person shall be designated a party thereto) that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to the Administrator, the LC Bank or arising out of the Commitmentssuch Person as a result of, this Agreementor related to, any of the other Credit transactions contemplated by the Transaction Documents or the execution, delivery or performance of the Transaction Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or other document furnished in connection with therewith (but excluding any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suitssettlements, costs, expenses or disbursements resulting solely from such Agent’s the gross negligence or willful misconduct of the Administrator or the LC Bank or such Person as finally determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation limiting the generality of the foregoing, each Lender shall LC Participant agrees to reimburse each Agent the Administrator and the LC Bank, ratably according to their ratable shares (based on respective Group Commitments), promptly upon demand demand, for its ratable share of any costs or out-of-pocket expenses (including attorneys’ reasonable counsel fees) incurred by such Agent the Administrator or the LC Bank in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of its rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree LICENSEE agrees to severally indemnify LICENSOR and its AFFILIATES and each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (orofficers, if indemnification is sought after the date upon which the Commitments shall have terminated directors, employees, contractors, agents, dealers and the Loans shall have been paid in fullrepresentatives against, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior and to hold such date)persons harmless from, from and against any and all founded and unfounded claims, suits, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and/or expenses, including reasonable attorneys’ fees, arising out of or disbursements in connection with LICENSEE’s performance or failure to perform or any of any kind whatsoever that may at any time its sublicensee’s (including at any time following the payment of the Loanspursuant to Section 2(b)) be imposed onperformance or failure to perform under this AGREEMENT and/or for copyright infringement, incurred patent infringement and/or unfair competition caused by or asserted against an Agent in any way relating to or arising out of the Commitmentsprovision of the SERVICES and/or the manufacture, this Agreementuse, marketing, advertising, distribution or sale of the PRODUCTS. In addition, without limiting the foregoing, LICENSEE agrees to indemnify LICENSOR and its AFFILIATES and each of their respective officers, directors, employees, contractors, agents, dealers and representatives against, and shall hold such persons harmless from, any and all founded and unfounded claims, suits, damages, liabilities, losses, consequential damages, costs and/or expenses, including attorneys’ fees, arising out of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with allegations that LICENSEE’s use or any of its sublicensee’s (pursuant to Section 2(b)) use of the TRADE SYMBOLS constitutes false, deceptive or misleading advertising. In addition, without limiting the foregoing; provided that no Lender , LICENSEE agrees to indemnify LICENSOR and its AFFILIATES and each of their respective officers, directors, employees, contractors, agents, dealers and representatives against, and shall be liable to an Agent for the payment of hold such persons harmless from, any portion of such liabilitiesand all founded and unfounded claims, obligationssuits, damages, losses, consequential damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligationscosts and/or expenses, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees, arising out of the sale, advertising, use, performance and/or alleged defects of the SERVICES or PRODUCTS. LICENSEE will take all necessary steps to ensure that (a) incurred any claim tendered by such Agent LICENSOR to LICENSEE as described in connection Section 5.06(a) of the SEPARATION AND DISTRIBUTION AGREEMENT for indemnity and defense pursuant to this Section 13 and (b) any claim tendered by any third party to LICENSEE for which LICENSOR would be indemnified pursuant to this Section 13, in each case, is promptly and properly filed with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered LICENSEE’s insurer in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred order to herein, to the extent that such Agent is not reimbursed effect coverage for LICENSOR for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrowerclaim under LICENSEE’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsinsurance policy(ies).

Indemnification. The Lenders agree to severally Borrower will, at all times, defend and indemnify each Agent in its capacity as such and hold CNB (to the extent not reimbursed by the Credit Parties which for purposes of this Section includes CNB’s parent company and without limiting the obligation subsidiaries and all of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (orshareholders, if indemnification is sought after the date upon which the Commitments shall have terminated directors, officers, employees, agents, representatives, successors, attorneys, and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), assigns) harmless from and against any and all liabilities, obligationsclaims, demands, causes of action, losses, damages, penaltiesexpenses (including without limitation reasonable attorneys’ fees) costs, actionssettlements, judgmentsjudgments or recoveries arising out of or resulting from (a) any breach of the representations, suitswarranties, agreements or covenants made by Borrower herein; (b) any suit or proceeding of any kind or nature whatsoever against CNB arising from or connected with the transactions contemplated by the Loan Documents or any of the rights and properties assigned to CNB hereunder; and/or (c) any suit or proceeding that CNB may deem necessary or advisable to institute, in the name of CNB, Borrower or both, against any other Person, for any reason whatsoever to protect the rights of CNB hereunder or under any of the documents, instruments or agreements executed or to be executed pursuant hereto, including attorneys’ fees and court costs and all other costs and expenses incurred by CNB, all of which will be charged to and paid by Borrower and will be secured by the Collateral provided, notwithstanding the foregoing, the Borrower shall not be required to indemnify CNB or any other person for any liabilities, claims, demands, causes of action, damages, expenses, costs, expensessettlements, judgments or disbursements recoveries arising as a result of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by CNB’s or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the such other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agentperson’s gross negligence or willful misconduct as determined by a final non-appealable judgment misconduct. Any obligation or liability of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed Borrower to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent CNB under this Section 12.7 shall also apply will survive the expiration or termination of this Agreement and the repayment of all Loans and the payment or performance of all other Obligations of Borrower to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsCNB.

Indemnification. The Subject to the immediately following sentence, the Lenders agree to severally indemnify each the Administrative Agent in its capacity as such (to the extent not reimbursed by the Credit Parties Borrowers and without limiting the obligation of the Credit Parties Borrowers to do so), ratably according to their respective portions Applicable Percentages of the Total Credit Exposure Revolving Commitments in effect on the date on which indemnification is sought under this Section 9.2 (or, if indemnification is sought after the date upon which the Revolving Commitments shall have terminated and the Revolving Credit Loans and Competitive Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect Applicable Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that which may at any time (including at any time following the payment of the LoansRevolving Credit Loans and Competitive Loans and regardless of whether pre-judgment or post-judgment) be imposed on, incurred by or asserted against an the Administrative Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting solely from such the Administrative Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment misconduct. Each Lender shall severally indemnify the Administrative Agent for the full amount of a court of competent jurisdiction; provided, further, any Excluded Taxes attributable to such Lender that no action taken are paid or payable by the Administrative Agent in accordance connection with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender Agreement or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of Loan Document and any costs reasonable expenses arising therefrom or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, whether or not commence, to do such Excluded Taxes were correctly or legally imposed or asserted by the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionrelevant Governmental Authority. The agreements in this Section 12.7 9.2 shall survive the termination of this Agreement and the other Loan Documents and the payment of the Revolving Credit Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors hereunder and agents and successorsthereunder.

Indemnification. The Borrower and each of the Guarantors, jointly and severally, shall indemnify, defend and hold harmless the Administrative Agent, the Lenders agree to severally indemnify each Agent in its capacity as such and the Issuing Bank (to the fullest extent not reimbursed permitted by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), law) from and against any and all liabilitiesclaims, demands, lawsuits, costs, expenses, fees, obligations, liabilities, losses, damages, penaltiesrecoveries and deficiencies, actionsincluding interest, judgments, suits, costs, expenses, or disbursements penalties and reasonable attorneys' and paralegals' fees and costs and amounts paid in settlement of any kind whatsoever of the foregoing, whether direct, indirect, consequential or incidental, that the Administrative Agent, the Lenders or the Issuing Bank may incur or suffer or that may at any time arise out of, result from or relate to (including at any time following the payment of the Loansa) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any the Notes, the Letters of Credit or the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by (excluding actions arising out of the Administrative Agent Agent's, the Lenders' or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s Issuing Bank's own gross negligence or willful misconduct as determined by a final non-appealable judgment and actions arising out of a court of competent jurisdiction; provided, further, that no action taken claims made by the Administrative Agent in accordance with Agent, any Lender or the directions Issuing Bank against any of the Required Lenders others), or (b) any action under this Agreement, the Notes, the Letters of Credit or such the other number Loan Documents or percentage the transactions contemplated hereby or thereby (excluding actions arising out of the Lenders as shall be required by Administrative Agent's, the Credit Documents) shall be deemed to constitute Lenders' or the Issuing Bank's own gross negligence or willful misconduct for purposes and actions arising out of this Section 12.7. In claims made by the case of any investigationAdministrative Agent, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or the Issuing Bank against any other Person. Without limitation of the foregoingothers). In no event shall the Administrative Agent, each any Lender shall reimburse each Agent upon demand or the Issuing Bank be liable to the Borrower or any of the Guarantors for its ratable share of any costs matter or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent thing in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any the Notes, the Letters of Credit or the other Credit Document, or any document contemplated Loan Documents other than to account for monies actually received by or referred to herein, to them in accordance with the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect theretoterms hereof. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this This Section 12.7 14.13 shall survive the payment termination of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsAgreement.

Indemnification. The Lenders agree Each Lender agrees to severally indemnify each Agent and each Issuing Bank, in each case in its capacity as such (to the extent not reimbursed by Holdings or the Credit Parties Borrower and without limiting the obligation of Holdings or the Credit Parties Borrower to do so), ratably according in the amount of its pro rata share (based on its aggregate Revolving Facility Exposure, outstanding Term Loans, Synthetic L/C Exposure and unused Commitments hereunder; provided, that the aggregate principal amount of Swingline Loans owing to their respective portions the Swingline Lender and of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, Revolving Facility Lenders ratably in accordance with their respective portions of Revolving Facility Exposure) (determined at the Total Credit Exposure in effect immediately prior to time such dateindemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following whether before or after the payment of the Loans)) be imposed on, incurred by or asserted against such Agent or such Issuing Bank in any way relating to or arising out of the Commitments, this Section 12.7 applies whether Agreement, any such investigation, litigation or proceeding is brought by any Lender of the other Loan Documents or any other Person. Without limitation documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent or such Issuing Bank under or in connection with any of the foregoing; provided, each that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s or such Issuing Bank’s gross negligence or willful misconduct. The failure of any Lender to reimburse each any Agent or any Issuing Bank, as the case may be, promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred amount required to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement be paid by the Lenders to such Agent or such Issuing Bank, as the case may be, as provided herein shall not affect relieve any other Lender of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent case may be, for any purpose shall, in the opinion its ratable share of such Agentamount, but no Lender shall be insufficient or become impaired, responsible for the failure of any other Lender to reimburse such Agent or such Issuing Bank, as the case may call be, for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess other Lender’s ratable share of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionamount. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders Class 1 Beneficial Owners, jointly and severally, hereby agree to severally indemnify each Agent (a) reimburse the Delaware Trustee, CTC and/or any successor Delaware Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other professionals), incurred in connection with the negotiation, execution, delivery, or performance of, or exercise of rights or powers under, this Trust Agreement, (b) to the fullest extent permitted by law, indemnify, defend and hold harmless the Delaware Trustee, CTC and/or any successor Delaware Trustee, and the officers, directors, employees and agents of the Delaware Trustee and/or any successor Delaware Trustee (collectively, including the Delaware Trustee, CTC and/or any successor Delaware Trustee in its capacity as such (to individual capacity, the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), “Trustee Indemnified Persons”) from and against any and all liabilities, obligations, losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, expenses, or disbursements (including the reasonable fees and expenses of counsel and other professionals), taxes and penalties of any kind and nature whatsoever that may at any time (including at any time following the payment of the Loans) be imposed oncollectively, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans“Trustee Covered Expenses”), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is Trustee Covered Expenses arise out of or are imposed upon or asserted at any time against any such Trustee Indemnified Persons, including without limitation on the basis of ordinary negligence on the part of any such Trustee Indemnified Persons, with respect to or in connection with this Trust Agreement, the Trust, or any transaction or document contemplated hereby; provided, however, that the Beneficial Owners or the Trust shall not reimbursed be required to indemnify a Trustee Indemnified Person for Trustee Covered Expenses to the extent such expenses Trustee Covered Expenses result from the willful misconduct, bad faith, fraud or gross negligence of such Trustee Indemnified Person, and (c) to the fullest extent permitted by law, advance to each such Trustee Indemnified Person Trustee Covered Expenses incurred by such Trustee Indemnified Person in defending any claim, demand, action, suit or proceeding, in connection with this Trust Agreement, the Trust, or any transaction or document contemplated hereby, prior to the final disposition of such claim, demand, action, suit or proceeding only upon receipt by any Class 1 Beneficial Owner of an undertaking, by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commenceTrustee Indemnified Person, to do the acts indemnified against until repay such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of amount if a court of competent jurisdictionjurisdiction renders a final, nonappealable judgment that includes a specific finding of fact that such Trustee Indemnified Person is not entitled to be indemnified therefor under this Section 4.5. The agreements in obligations of the Class 1 Beneficial Owners under this Section 12.7 4.5 shall survive the payment resignation or removal of the Loans Delaware Trustee, shall survive the dissolution and all other amounts payable hereundertermination of the Trust, and shall survive the termination, amendment, supplement, and/or restatement of this Trust Agreement. The indemnity provided to each Agent obligations of the Class 1 Beneficial Owners under this Section 12.7 4.5 shall also apply be personal obligations irrespective of the sufficiency or insufficiency of the Trust Estate to satisfy any such Agent’s respective Affiliatesobligations; provided, directorshowever, officersthat the Manager shall utilize income from the Trust Estate to satisfy any such obligations prior to seeking contribution from the Beneficial Owners, memberswhich will reduce amounts that would otherwise be distributable to the Beneficial Owners. For the avoidance of doubt, controlling personspursuant to Section 3803(b) of the Statutory Trust Act, employeesthe Delaware Trustee shall not be liable to any person other than the Trust or a beneficiary of the Trust for any act, trustees, investment advisors omission or obligation of the Trust or any trustee thereof and agents and successorsall persons having any claim against Statutory Trust Act by reason of the transactions contemplated by this Trust Agreement or any other agreement or instrument related to the Trust shall look only to the Trust Estate for payment or satisfaction thereto.

Indemnification. The Lenders agree Each Lender agrees to severally indemnify each Arranger, each Agent in and each of its capacity as such (to the extent not reimbursed by the Credit Parties Affiliates and without limiting the obligation of the Credit Parties to do so), ratably according to agents and their respective portions of directors, officers, employees, agents and advisors (collectively, “Indemnified Persons”) from and against such Lender’s aggregate Ratable Portion (determined at the Total time such indemnity is sought, it being understood and agreed that if the Revolving Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments Termination Date shall have terminated and the Loans occurred, such determination shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect be made immediately prior to such date), from and against giving effect thereto) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesexpenses and disbursements (including fees, or expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by by, or asserted against an Agent against, such Indemnified Persons in any way relating to to, or arising out of the Commitmentsof, this Agreement, any of Agreement or the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent such Indemnified Persons under this Agreement or the Collateral Agent under or in connection with any of the foregoingother Loan Documents; provided provided, however, that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s any Indemnified Persons’ gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Personmisconduct. Without limitation of limiting the foregoing, each Lender shall agrees to reimburse each Agent the applicable Indemnified Person promptly upon demand for its ratable share Ratable Portion (determined at the time such reimbursement is sought, it being understood and agreed that if the Revolving Credit Termination Date shall have occurred, such determination shall be made immediately prior to giving effect thereto) of any costs or out-of-pocket expenses (including attorneys’ reasonable fees, expenses and disbursements of financial and legal advisors) incurred by such Agent Indemnified Person in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of its rights or responsibilities under, this Agreement, any Agreement or the other Credit Document, or any document contemplated by or referred to hereinLoan Documents, to the extent that such Agent or such Arranger is not reimbursed for such expenses by the Borrower or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If another Loan Party pursuant to Section 9.05 or other indemnity provisions in any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsLoan Document.

Indemnification. The Lenders severally agree to severally indemnify the Administrative Agent, each Agent in its capacity as such Arranger, each Swingline Lender and each Issuing Lender (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do soBorrower), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), Pro Rata Shares 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 that may at any time (including at any time following the payment of the Loanslegal fees) which may be imposed on, incurred by by, or asserted against an Agent the Administrative Agent, such Arranger or such Issuing Lender in any way relating to or arising out of the Commitments, this Agreement, Agreement or any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby Document or any action taken or omitted by the Administrative Agent Agent, such Arranger, such Swingline Lender or the Collateral Agent such Issuing Lender under this Agreement or in connection with any of the foregoing; other Credit Document (INCLUDING THE ADMINISTRATIVE AGENT’S, THE ARRANGER’S, SUCH SWINGLINE LENDER’S OR SUCH ISSUING LENDER’S OWN NEGLIGENCE), provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting found by a final judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s, such AgentArranger’s, such Swingline Lender’s or such Issuing Lender’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Personmisconduct. Without limitation of the foregoing, each Lender shall agrees to (a) reimburse each the Administrative Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ counsel fees) incurred by such the Administrative Agent in connection with the preparation, execution, delivery, administrationmodification or amendment of this Agreement or any other Credit Document, modification, amendment to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower and (b) reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, Agreement or any other Credit Document, or any document contemplated by or referred to herein, to the extent that such the Administrative Agent is not reimbursed for such expenses by or on behalf the Borrower. All obligations of the Borrower; Lenders provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 8.5 shall survive the payment any termination of this Agreement and repayment in full of the Loans and all other Obligations. All amounts payable hereunder. The indemnity provided to each Agent due under this Section 12.7 8.5 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsbe payable not later than 30 days after demand therefor.

Indemnification. The Lenders agree Except for losses, claims, damages or liability arising out of the gross negligence or willful misconduct of the Lender, the Borrower agrees to severally indemnify each Agent and hold harmless the Lender, its officers, agents (including outside legal counsel) and employees, against any and all losses, claims, damages or liability to which the Lender, its officers, agents and employees, may become subject under any law in its capacity as such (connection with the carrying out of the transactions contemplated by this Agreement or any other Loan Document, or the conduct of any activity related to the extent not reimbursed Equipment and to reimburse the Lender, its officers, agents and employees, for any out-of-pocket legal and other expenses (including reasonable attorneys' fees, whether incurred at trial, on appeal, in bankruptcy proceedings, or otherwise) incurred by the Credit Parties Lender, its officers, agents and without limiting employees, in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions relating thereto. The Lender agrees, at the obligation request and reasonable expense of the Credit Parties Borrower, to do so), ratably according cooperate in the making of any investigation in defense of any such claim and promptly to their respective portions assert any or all of the Total Credit Exposure in effect on rights and privileges and defenses which may be available to the date on which indemnification is sought (orLender. The Borrower further releases and agrees to hold harmless the Lender, if indemnification is sought after the date upon which the Commitments shall have terminated its officers, agents and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date)employees, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesliabilities, or disbursements of any kind whatsoever that may at any time expenses (including reasonable legal fees, whether incurred at any time following the payment of the Loanstrial, on appeal, in bankruptcy proceedings, or otherwise) be imposed on, incurred by or asserted against an Agent in any way relating due to or arising out of the Commitmentsany misrepresentation of information furnished to Lender by Borrower or out of a breach of any covenant, this Agreement, any representation or undertaking of the other Credit Documents Borrower contained in this Agreement or any documents contemplated by or referred other Loan Document. The Borrower's liability hereunder shall not be limited to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion extent of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses insurance or disbursements resulting subject to any exclusions from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent coverage in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes any insurance policy. The provisions of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans Note and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsthe Loan.

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to severally shall indemnify each Agent in its capacity as such upon demand the Administrative Agent-Related Persons (to the extent not reimbursed by or on behalf of the Credit Parties Company and without limiting the obligation of the Credit Parties Company to do so), ratably pro rata according to their each respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (orLender’s Pro Rata Share, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), each Administrative Agent-Related Person from and against any and all liabilitiesIndemnified Liabilities INCLUDING SUCH INDEMNIFIED LIABILITIES AS MAY ARISE OR BE CAUSED BY THE NEGLIGENCE, obligationsSOLE, lossesJOINT, damagesCONCURRENT, penaltiesCOMPARATIVE OR OTHERWISE OF SUCH ADMINISTRATIVE AGENT-RELATED PERSONS; provided, actionshowever, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment to any Administrative Agent-Related Persons of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting Indemnified Liabilities to the extent the same arise from such Agent’s (i) the gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation Administrative Agent-Related Person or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (ii) a claim or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation action asserted by one or proceeding is brought by any Lender or any more other PersonAdministrative Agent-Related Persons. Without limitation of the foregoing, each Lender shall reimburse each the Administrative Agent upon demand for its ratable share of any costs or out-of-out of pocket expenses (including attorneys’ feesAttorney Costs) incurred by such the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, Transaction Document or any document contemplated by or referred to herein, to the extent that such the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionCompany. The agreements undertaking in this Section 12.7 10.7 shall survive the payment of all Obligations hereunder and the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such resignation or replacement of the Administrative Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree Subject to severally Section 7.02, the Servicer shall indemnify each Agent in its capacity as such (to the extent not reimbursed by Issuer, the Credit Parties and without limiting Owner Trustee, the obligation of Trust Agent, the Credit Parties to do so)Indenture Trustee, ratably according to their respective portions of the Total Credit Exposure in effect on Insurer, the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated Custodian and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against Noteholders for any and all liabilities, obligations, losses, compensatory damages, penaltiespayments, actions, judgments, suits, costs, expenses, costs or disbursements expenses of any kind whatsoever (including the reasonable fees and expenses of counsel) that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or the Noteholders as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer of the Contract Files, or the failure of the Servicer to perform its duties and service the Contracts in compliance with the terms of this Agreement; provided, however, that the Servicer shall not be liable to the Owner Trustee, the Trust Agent, the Indenture Trustee, the Custodian or the Insurer for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee, the Trust Agent, the Indenture Trustee, the Custodian or the Insurer, respectively. The Servicer shall also indemnify and hold harmless the Issuer, the Trust Property, the Noteholders, the Custodian, the Indenture Trustee, the Trust Agent, the Owner Trustee and the Insurer against any taxes that may be asserted at any time against any of them with respect to the Contracts, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (but exclusive of federal or other income taxes arising out of payments on the CommitmentsContracts) and the costs and expenses in defending against such taxes. The Servicer shall (i) immediately notify the Issuer, this Agreementthe Indenture Trustee and the Insurer if a claim is made by a third party with respect to the Contracts, any (ii) assume, with the consent of the other Credit Documents Issuer, the Indenture Trustee and the Insurer, the defense of any such claim, (iii) pay all expenses in connection therewith, including counsel fees, and (iv) promptly pay, discharge and satisfy any judgment or any documents contemplated by or referred to herein or therein decree which may be entered against the Servicer, the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations Noteholders with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsContracts.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (Whether or not the transactions contemplated hereby are consummated, to the extent that any Agent is not promptly reimbursed and indemnified by the Credit Parties Borrower, each Lender will reimburse and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated indemnify such Agent and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), any Agent-Related Party from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses, advances or disbursements of any kind or nature whatsoever that which may at any time (including at any time following the payment of the Loans) be imposed on, incurred by by, or asserted against an such Agent in any way relating to or arising out of the Commitments, this Agreement, Agreement or any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral such Agent under this Agreement or in connection with any of the foregoingother Loan Documents, in proportion to the outstanding Advances (and other Obligations) owed to and Commitments of each Lender, including, without limitation, advances and disbursements made pursuant to Section 17.10, and the reasonable fees, charges and disbursements of any counsel for Agent; provided provided, however, that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses expenses, advances or disbursements resulting for which there has been a final judgment of a court of competent jurisdiction no longer subject to appeal that such liability resulted from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage misconduct. The obligations of the Lenders as under this Section 17.5 shall be required by survive the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes payment in full of the Obligations and the termination of this Section 12.7Agreement, or the earlier resignation or removal of the Agent. In the case If after payment and distribution of any investigationamount by Agent to Lenders, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation , including the Loan Parties, any creditor of the foregoingany Loan Party, a liquidator, administrator or trustee in bankruptcy, recovers from Agent any amount found to have been wrongfully paid to Agent or disbursed by Agent to Lenders, then each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred such amount received by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, Seller hereby agrees to severally indemnify each Agent in its capacity as such (to and hold harmless, Buyer, the extent not reimbursed by the Credit Secured Parties and without limiting each of their respective assigns and officers, directors, shareholders, owners, members, partners, attorneys, Affiliates, employees and agents thereof (collectively, the obligation of the Credit Parties to do so“Indemnified Parties”), ratably according to their respective portions of the Total Credit Exposure in effect forthwith on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date)demand, from and against any and all liabilities, obligationsdamages, losses, damagesclaims, penalties, actions, judgments, suits, costs, liabilities and related documented costs and expenses, or including attorneys’ fees and disbursements of any kind whatsoever that may at any time (including at any time following the payment all of the Loansforegoing being collectively referred to as the “Indemnified Amounts”) be imposed on, awarded against or incurred by such Indemnified Party or asserted against an Agent in any way relating to or of them arising out of or as a result of this Repurchase Agreement or the Commitments, this Agreement, any security interest in the Collateral granted to Buyer or the ownership of an interest in the Purchased Assets or in respect of the other Credit Documents Purchased Asset or any documents contemplated commitment to purchase the Purchased Assets, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non appealable judgment by or referred a court of competent jurisdiction to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting have resulted from such AgentIndemnified Party’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Personmisconduct. Without limitation limiting the generality of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against any and all damages, losses, claims, liabilities and related documented costs or out-of-pocket and expenses (including attorneys’ fees) incurred by such Agent in connection with respect to the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, Purchased Assets or any document contemplated by Collateral relating to or referred to hereinarising out of any environmental condition or any violation or alleged violation of any law, rule or regulation, except to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shallclaim, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligationdamage, loss, damage, penalty, action, judgment, suitliability, cost, or expense or disbursement is found in excess a final, non appealable judgment by a court of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed competent jurisdiction to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting have resulted from such AgentIndemnified Party’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. The agreements in If Seller has made any indemnity payment pursuant to this Section 12.7 7 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, then, the recipient shall survive repay to Seller an amount equal to the payment amount it has collected from others in respect of such indemnified amounts. Without limiting the Loans foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all other amounts payable hereunder. The indemnity provided Indemnified Amounts with respect to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.or resulting from:

Indemnification. The Lenders agree Notwithstanding anything to severally indemnify each the contrary herein contained, the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Banks against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of its capacity as such taking or continuing to take any action. Each Bank agrees to indemnify the Agent (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do soBorrower), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date)Bank’s Commitment, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or and disbursements of any kind or nature whatsoever that which may at any time (including at any time following the payment of the Loans) be imposed on, incurred by by, or asserted against an the Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein Agreement or the transactions contemplated hereby or thereby Notes or any action taken or omitted by the Administrative Agent under this Agreement or the Collateral Agent under or in connection with any of the foregoingNotes; provided that no Lender Bank shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses expenses, or disbursements resulting from such Agent’s the gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage person being indemnified; and provided further that it is the intention of each Bank to indemnify the Agent against the consequences of the Lenders as shall Agent’s own negligence, whether such negligence be required by the Credit Documents) shall be deemed to constitute gross negligence sole, joint, concurrent, active or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Personpassive. Without limitation of the foregoing, each Lender shall Bank agrees to reimburse each the Agent promptly upon demand for its ratable share Pro Rata Percentage of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to hereinAgreement and the Notes, to the extent that such the Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to To the extent funds are available pursuant to Section 4.01, the Trust hereby agrees, whether or not reimbursed by the Credit Parties and without limiting the obligation any of the Credit Parties transactions contemplated by this Agreement will be consummated, to do so)assume liability for, ratably according to their respective portions of and hereby indemnifies, protects, saves and keeps harmless the Total Credit Exposure in effect on the date on which indemnification is sought Trustee Bank and its officers, directors, successors, assigns, legal representatives, agents and servants (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such dateeach an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, judgmentsinvestigations, suitsproceedings, costs, expenses, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever that which may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted at any time against an Agent Indemnified Person (whether or not also indemnified against by any other person) in any way relating to or arising out of (i) this Agreement or any other related documents or the Commitmentsenforcement of any of the terms of any thereof, the administration of the Trust Estate or the action or inaction of the Trustee, or the Trustee Bank under this Agreement, any of and (ii) the manufacture, purchase, acceptance, nonacceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment disposition of any portion of property (including any strict liability, any liability without fault and any latent and other defects, whether or not discoverable), except, in any such case, to the extent that any such liabilities, obligations, losses, damages, penalties, taxes, claims, actions, judgmentsinvestigations, suitsproceedings, costs, expenses or and disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment are the result of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions any of the Required Lenders (or such other number or percentage matters described in the third sentence of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.76.01. In the case of any investigationsuch action, litigation investigation or proceeding giving rise to any liabilitieswill be brought involving an Indemnified Person, obligationsthe Trust will assume the defense thereof, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements including the employment of any kind whatsoever that may at any time occur (including at any time following counsel and the payment of all expenses. The Trustee Bank will have the Loans), this Section 12.7 applies whether right to employ separate counsel in any such investigationaction, litigation investigation or proceeding is brought and to participate in the defense thereof and reasonable counsel fees and expenses of such counsel will be paid by any Lender or any other Personthe Trust. Without limitation The indemnification set forth herein will survive the termination of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree Each U.S. Revolving Lender and each Term Lender (together with, in the case of a U.S. Common Lender, its Counterpart Lender on a joint and several basis) agrees to severally indemnify each Administrative Agent in its capacity as such (to the extent not reimbursed by the Credit Parties Borrowers and without limiting the obligation of the Credit Parties Borrowers to do so), ratably according to their respective portions of the Total Credit Exposure its Aggregate Percentage in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans Loans, the Acceptance Reimbursement Obligations and all other amounts payable hereunder shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect such Aggregate Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that which may at any time (including including, without limitation, at any time following the payment of the LoansLoans and the Acceptance Reimbursement Obligations) be imposed on, incurred by or asserted against an such Administrative Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the such Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found to have resulted from such Agent’s the gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 subsection shall survive the payment of the Loans Loans, the Acceptance Reimbursement Obligations and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to severally indemnify each Agent in Except for any loss or claim suffered by Mortgagee after Mortgagee or its capacity as such (agents takes possession of or title to the extent not reimbursed by the Credit Parties Premises and without limiting the obligation for any of the Credit Parties acts of Mortgagee or its agents which Mortgagee does while Mortgagee or its agents is either in possession of or takes title to do so)the Premises, ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments Mortgagor shall have terminated indemnify Mortgagee and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), hold Mortgagee harmless from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, expenses, or disbursements penalties and causes of action of any kind whatsoever whatsoever, which Mortgagee may sustain or incur (or which may be claimed against Mortgagee) by reason of, or in connection with (a) Mortgagee's interest in the Mortgaged Property or receipt of any rent or other sum therefrom, except to the extent that the foregoing may at be sustained or incurred by reason of any time sale by Mortgagee of any interest in the Loan; (including at b) any time following accident, injury to or death of persons or loss of or damage to property occurring on or about the payment Premises or the adjoining sidewalks, streets or ways, curbs, vaults and vault space, if any; (c) any use, non-use or condition of the LoansPremises or the adjoining sidewalks, streets or ways, curbs, vaults and vault space, if any; (d) be imposed on, incurred by any failure on the part of Mortgagor to perform or asserted against an Agent in comply with any way relating to or arising out of the Commitmentsterms, covenants or provisions of this Agreement, Mortgage; (e) the filing of any mechanics' lien encumbering the Mortgaged Property; or (f) the inaccuracy of any representation made by Mortgagor herein. Any amounts payable to Mortgagor or Mortgagee under this Section 3.07 shall bear interest through the date of payment at the Default Rate. This Section 3.07 is in addition to and shall in no event limit any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements indemnification provisions contained in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsMortgage.

Indemnification. The Lenders agree Each Lender agrees to severally indemnify each and reimburse the Administrative Agent in its capacity as such (to the extent not promptly reimbursed by the Credit Parties Borrower and without limiting the obligation of the Credit Parties Borrower to do so), ratably pro rata according to their respective portions the outstanding principal balance of the Total Revolving Credit Exposure in effect on the date on which indemnification is sought Loans (oror at any time when no Revolving Credit Loans are outstanding, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior according to such dateits Commitment Percentage), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever (including any amounts paid to the Lenders (through the Administrative Agent) by the Borrower pursuant to the terms of the Loan Documents that are subsequently rescinded or avoided, or must otherwise be restored or returned) which may at any time (including at any time following the payment of the LoansNotes) be imposed on, incurred by or asserted against an the Administrative Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Loan Documents or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted to be taken by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided provided, however, that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting solely from such Agent’s the finally adjudicated gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other PersonAgent. Without limitation of the foregoing, each Lender shall agrees to reimburse each the Administrative Agent promptly upon demand for its ratable pro rata share of any unpaid fees owing to the Administrative Agent, and any costs or out-of-pocket and expenses (including attorneys’ feesreasonable fees and expenses of counsel) incurred payable by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to hereinBorrower under Section 11.5, to the extent that the Administrative Agent has not been paid such Agent is fees or has not be reimbursed for such costs and expenses by or on behalf of the Borrower; provided that such reimbursement . The failure of any Lender to reimburse the Administrative Agent promptly upon demand for its pro rata share of any amount required to be by the Lenders to the Administrative Agent as provided in this Section shall not affect relieve any other Lender of its obligation hereunder to reimburse the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Administrative Agent for any purpose shall, in the opinion its pro rata share of such Agentamount, but no Lender shall be insufficient or become impaired, such Agent may call responsible for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any failure of other Lender to indemnify any reimburse the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess for such other Lender's pro rata share of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionamount. The agreements in this Section 12.7 shall survive the termination of the Aggregate Commitments and the payment of the Loans Notes and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsthe Loan Documents.

Indemnification. The Lenders severally agree to severally indemnify each the Agent and the Co-Collateral Agents in its their capacity as such and each of its Related Persons (to the extent not reimbursed by the Credit Parties Borrowers or the Guarantors and without limiting the obligation of the Credit Parties Borrowers or the Guarantors to do so), ratably according to their respective portions of the Total Credit Exposure outstanding Loans and Revolving Commitments in effect on the date on which indemnification is sought under this Section 10.09 (or, if indemnification is sought after the date upon which the all Revolving Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure such outstanding Loans and Revolving Commitments as in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, fines, penalties, actions, judgmentsclaims, suits, judgments, litigations, investigations, inquiries or proceedings, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following whether before or after the payment of the LoansLoans and Reimbursement Obligations) be imposed on, incurred by or asserted against an the Agent or the Co-Collateral Agents, as applicable, or Related Person in any way relating to or arising out of of, the Revolving Commitments, this Agreement, any of the other Credit Loan Documents or any documents contemplated by or referred to herein or therein therein, the Transactions or any of the other transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Co-Collateral Agent Agents, as applicable, or Related Person under or in connection with any of the foregoingforegoing (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY AGENT OR RELATED PERSON); provided provided, that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, fines, penalties, actions, claims, suits, judgments, suitslitigations, investigations, inquiries or proceedings, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined that are found by a final non-appealable and nonappealable judgment of a court of competent jurisdiction; providedjurisdiction to have directly resulted solely and directly from the Agent’s or the Co-Collateral Agents’, furtheras applicable, that no action taken by or Related Person’s, as the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute case may be, gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. The agreements in this Section 12.7 10.09 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors hereunder and agents and successorsthe termination of the Revolving Commitments.

Indemnification. The Lenders agree to severally indemnify each Agent in Contractor shall be liable for its capacity as such (to own acts and for the extent not reimbursed by the Credit Parties and without limiting the obligation acts of the Credit Parties to do so), ratably according to their respective portions Employee in the performance of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated Employee’s duties and the Loans shall have been paid in full, ratably in accordance with their respective portions obligations as an employee of the Total Credit Exposure in effect immediately prior to such date)Contractor, and Contractor shall indemnify, defend, protect, and hold harmless Xxxxx, including its Corporation, trustees, officers, employees, representatives and agents (each a “Xxxxx Indemnitee”, and collectively, the “Xxxxx Indemnitees”) from and against any and all liabilities, obligationsclaims, losses, liabilities, damages, lawsuits, actions, proceedings, arbitrations, taxes, penalties, actionsor interest, judgments, suits, costs, associated auditing and legal expenses, and other costs sustained, incurred, or disbursements required to be paid by any of any kind whatsoever that may at any time the Xxxxx Indemnitee(s) (including at any time following the payment reasonable attorneys’ fees and costs of the Loanssuit) be imposed on, incurred by or asserted against an Agent in any way relating to or (“Xxxxx Indemnified Claims”) arising out of the Commitments, this Agreement, or by reason of any act or omission of the other Credit Documents or any documents contemplated by or referred Contractor, its officers, agents, the Employee (except to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by extent the Administrative Agent or Employee is performing the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent Services in accordance with the directions terms of this Agreement), and other employees. Xxxxx shall be liable for its own acts and for the acts of the Required Lenders (or such other number or percentage Employee in the performance of the Lenders as Services identified in Section 1 of Exhibit A under the direction of Xxxxx, and Xxxxx shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigationindemnify, litigation or proceeding giving rise to any liabilitiesdefend, obligationsprotect, lossesand hold harmless Contractor, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliatestrustees, directors, officers, members, controlling persons, employees, trustees, investment advisors representatives and agents (each a “Contractor Indemnitee”, and successorscollectively, the “Contractor Indemnitees”) from and against any and all claims, losses, liabilities, damages, lawsuits, actions, proceedings, arbitrations, taxes, penalties, or interest, associated auditing and legal expenses, and other costs incurred by Contractor Indemnitee(s) (including reasonable attorneys’ fees and costs of suit) (“Contractor Indemnified Claims”) arising out of or by reason of any act or omission of Xxxxx, the Employee (directly related to the performance by Employee of the Services provided to Xxxxx), its officers, agents, and employees.

Indemnification. The Lenders agree Each Grantor, jointly and severally, agrees to severally indemnify each pay, indemnify, and hold the Collateral Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesexpenses (including, without limitation, the fees and disbursements and other charges of counsel) or disbursements of any kind or nature whatsoever that may at any time (including at any time following with respect to the payment execution, delivery, enforcement, performance and administration of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Security Documents or any documents contemplated by or referred to herein or therein other Debenture Documents or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of , unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting which are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s the gross negligence or willful misconduct as determined of the indemnified party, including, without limitation, indemnification of the Collateral Agent for liabilities of the Collateral Agent for the net amount of taxes (after taking into account any deduction, credit or other tax reduction or benefit available by a final non-appealable judgment reason of a court the imposition of competent jurisdiction; providedsuch tax) in any jurisdiction in which the Collateral Agent would not otherwise be subject to tax except solely by reason of acting under this Agreement or any Security Document (directly or through agents). In any suit, further, that no proceeding or action taken brought by the Administrative Collateral Agent under or with respect to any contract, agreement, interest or obligation constituting part of the Collateral for any sum owing thereunder, or to enforce any provisions thereof in accordance with the directions provisions hereof and of the Required Lenders (Security Documents, each Grantor, jointly and severally, will save, indemnify and keep the Collateral Agent harmless from and against all expense, loss or such other number damage suffered by reason of any defense, setoff, counterclaim, recoupment or percentage reduction of liability whatsoever of the Lenders as shall be required obligor thereunder, arising out of a breach by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case Grantor of any investigation, litigation obligation thereunder or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements arising out of any kind whatsoever that may other agreement, indebtedness or liability at any time occur (including at any time following owing to or in favor of such obligor or its successors from such Grantor and all such obligations of each Grantor shall be and remain enforceable against and only against such Grantor and shall not be enforceable against the payment Collateral Agent. The obligations of the Loans), each Grantor under this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation 4.5 shall survive (i) the termination of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, and (ii) the resignation or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf removal of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Collateral Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree Tenant releases and will indemnify, defend (with counsel reasonably acceptable to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do soLandlord), ratably according to their respective portions of protect and hold harmless the Total Credit Exposure in effect on the date on which indemnification is sought (orLandlord and Landlord's agents, if indemnification is sought after the date upon which the Commitments shall have terminated employees and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date)contractors for, from and against any and all claims, liabilities, obligationsdamages, losses, damagescosts and expenses whatsoever arising or resulting, penaltiesin whole or in part, actionsdirectly or indirectly, judgmentsfrom the presence, suitstreatment, costsstorage, expensestransportation, disposal, release or disbursements management of Hazardous Materials in, on, under, upon or from the Project (including water tables and atmosphere) that Tenant brings upon, keeps, generates or uses on the Premises or the Project. Tenant's obligations under this Section include, without limitation and whether foreseeable or unforeseeable, (a) the costs of any kind whatsoever that may at any time (including at any time following the payment required or necessary repair, clean-up, detoxification or decontamination of the LoansProject; (b) be imposed onthe costs of implementing any closure, incurred by remediation or asserted against an Agent other required action in connection therewith as stated above; (c) the value of any way relating to or arising out loss of use and any diminution in value of the CommitmentsProject, and (d) consultants ' fees, experts' fees and response costs. The Tenant's obligations under this Agreementsection survive the expiration or earlier termination of this Lease. Landlord releases and will indemnify, defend (with counsel reasonably acceptable to Tenant), protect and hold harmless the Tenant and Tenant's agents, employees and contractors for, from and against any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such and all claims, liabilities, obligationsdamages, losses, damagescosts and expenses whatsoever arising or resulting, penaltiesin whole or in part, actionsdirectly or indirectly, judgmentsfrom the presence, suitstreatment, costsstorage, expenses transportation, disposal, release or disbursements resulting management of Hazardous Materials in, on, under, upon or from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur Project (including at any time following water tables and atmosphere) that Landlord brings upon, keeps, generates or uses on the payment of Premises or the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other PersonProject. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement Landlord's obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliatesinclude, directorswithout limitation and whether foreseeable or unforeseeable, officers(a) the costs of any required or necessary repair, membersclean-up, controlling personsdetoxification or decontamination of the Project; (b) the costs of implementing any closure, employeesremediation or other required action in connection therewith as stated above; (c) the value of any loss of use and any diminution in value of the Project, trusteesand (d) consultants ' fees, investment advisors experts' fees and agents and successorsresponse costs. The Landlord's obligations under this section survive the expiration or earlier termination of this Lease.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such and each Issuing Bank (to the extent not reimbursed by the Credit Parties under Sections 2.10(j) and 2.10(k), Section 10.9 or Section 10.10 hereof, but without limiting the obligation obligations of the applicable Borrower and the other applicable Credit Parties to do sounder said Sections 2.10(j) and 2.10(k), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated 10.9 and the Loans shall have been paid in full10.10), ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date)Commitments, from and against for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that (INCLUDING THE CONSEQUENCES OF THE NEGLIGENCE OF SUCH INDEMNIFIED PERSON, but excluding the gross negligence or willful misconduct of such indemnified person) which may at be imposed on, incurred by or asserted against any time occur (including at Agent or any time following Issuing Bank in any way relating to or arising out of this Agreement, the payment Letters of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender Credit or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs Loan Document or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document documents contemplated by or referred to hereinherein or therein or the transactions contemplated hereby or thereby (including the costs and expenses which the applicable Borrower and the other applicable Credit Parties are obligated to pay under Sections 2.10(j), 2.10(k), 10.9 and 10.10 hereof but excluding, unless a Default or Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the extent that such Agent is not reimbursed for such expenses by performance of its agency duties hereunder) or on behalf the enforcement of any of the Borrower; provided that terms hereof or thereof or of any such reimbursement by other documents, INCLUDING THE NEGLIGENCE OF SUCH INDEMNIFIED PERSON, but excluding the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionsuch indemnified person. The agreements in obligations of the Lenders under this Section 12.7 9.5 shall survive the payment termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under Indebtedness arising in connection with this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsAgreement.

Indemnification. (a) The Lenders agree Trust hereby agrees to severally indemnify each Agent be primary obligor and shall indemnify, defend and hold harmless the Trustee (including in its capacity as such (to the extent not reimbursed by the Credit Parties individual capacity) and without limiting the obligation any of the Credit Parties to do so)officers, ratably according to their respective portions affiliate, directors, employees and agents of the Total Credit Exposure in effect on Trustee (the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), “Indemnified Persons”) from and against any and all liabilities, obligations, losses, damages, penaltiesliabilities (including liabilities under any state or federal securities laws), claims, actions, judgments, suits, costs, expenses, or disbursements (including for each Indemnified Person the reasonable fees and expenses of counsel and fees and expenses (including legal fees and expenses) incurred in connection with enforcement of its indemnification rights hereunder), taxes and penalties of any kind and nature whatsoever that may at any time (including at any time following the payment of the Loans) be imposed oncollectively, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans“Expenses”), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for Expenses arise out of or are imposed upon or asserted at any time against such expenses by Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or on behalf termination of the Borrower; provided that such reimbursement by Trust or the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedtransactions contemplated hereby; provided, in no event however, that the Trust shall this sentence require any Lender not be required to indemnify any Agent against Indemnified Person for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined Expenses which are adjudicated by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment jurisdiction to be a direct result of the Loans willful misconduct, bad faith or gross negligence of an Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay an Indemnified Person within sixty (60) days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and all other amounts payable hold harmless an Indemnified Person as if it were the primary obligor hereunder; provided, however, that the Sponsor shall not be required to indemnify any Indemnified Person for any Expenses which are adjudicated by a court of competent jurisdiction to be a direct result of the willful misconduct, bad faith or gross negligence of an Indemnified Person. The indemnity provided To the fullest extent permitted by law, Expenses to each Agent be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Sponsor prior to the final disposition of any matter upon receipt by the Sponsor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined by a court of competent jurisdiction that the Indemnified Person is not entitled to be indemnified under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsTrust Agreement.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to To the extent not reimbursed by the Credit Parties Borrowers in accordance with Section 8.4 hereof, the Banks agree to indemnify the Agent, the Arrangers, the Co-Syndication Agents, and without limiting the obligation Documentation Agent ratably according to the respective principal amounts of the Revolving Credit Parties to do so)Advances, then held by each of them (or if no Revolving Credit Advances are at the time outstanding, ratably according to the respective amounts of their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such dateCommitments), 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 that which may at any time (including at any time following the payment of the Loans) be imposed on, incurred by by, or asserted against an the Agent, the Arrangers, the Co-Syndication Agents or the Documentation Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby Agreement or any action taken or omitted by the Administrative Agent Agent, the Arrangers, the Co-Syndication Agents or the Collateral Documentation Agent under or in connection with any of the foregoingthis Agreement; provided that no Lender Bank shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such the Agent’s, the Arrangers’, the Co-Syndication Agents’ or the Documentation Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Personmisconduct. Without limitation of the foregoing, each Lender shall Bank agrees to reimburse each the Agent, the Arrangers, the Co-Syndication Agents and the Documentation Agent promptly upon demand for its ratable share (determined as specified in the first sentence of this Section 7.09) of any costs or out-of-pocket expenses (including attorneys’ reasonable outside counsel fees) incurred by such the Agent, the Arrangers, the Co-Syndication Agents or the Documentation Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiationsnegotiation, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, Agreement to the extent that such the Agent, the Arrangers, the Co-Syndication Agents or the Documentation Agent is are not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsBorrowers.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to In consideration of the extent not reimbursed execution and delivery of this Agreement by the Credit Parties Lender, the Borrower hereby indemnifies, agrees to defend, exonerates and without limiting holds the obligation Lender and each of its officers, directors, employees and agents (collectively, the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated “Indemnified Parties”) free and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), harmless from and against any and all liabilitiesactions, obligationscauses of action, suits, losses, costs, liabilities, obligations and damages, penaltiesand expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), actionsincluding reasonable attorneys’ and professionals’ fees and disbursements, judgmentswhether incurred in connection with actions between the parties hereto or the parties hereto and third parties (collectively, suitsthe “Indemnified Liabilities”), costsincluding, expenseswithout limitation, or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or Indemnified Liabilities arising out of or relating to (i) the Commitments, this Agreement, entering into and performance of any Loan Document by any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or Indemnified Parties (including any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower as the result of any determination by the Lender pursuant to Article V not to fund any Loan as a consequence of the Borrower’s failure to satisfy the conditions set forth therein), and (ii) any Environmental Liability; provided that such reimbursement by the Lenders Borrower shall not affect the Borrower’s continuing reimbursement obligations have no obligation or liability under this Section 10.4 with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in Indemnified Liabilities that arise from or are the opinion direct result of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agentan Indemnified Party’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. The agreements in this Section 12.7 shall survive If and to the extent that the foregoing indemnification may be unenforceable for any reason, the Borrower agrees to make the maximum contribution [*] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. 57 to the payment and satisfaction of each of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent Indemnified Liabilities which is permissible under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsapplicable law.

Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties From and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought at all times after the date upon which the Commitments shall have terminated of this Agreement, and the Loans shall have been paid in full, ratably in accordance with their respective portions addition to all of the Total Credit Exposure in effect immediately prior Lender’s other rights and remedies against the Borrower, the Borrower agrees to such date)indemnify, defend and hold harmless the Lender and its directors, officers, employees, agents, successors, assigns and affiliates from and against the following (collectively “Costs”): any and all liabilities, obligationsclaims (whether valid or not), losses, damages, penaltiesactions, actionssuits, inquiries, investigations, administrative proceedings, judgments, suitsliens, costsliabilities, expensespenalties, or disbursements fines, amounts paid in settlement, requirements of Governmental Authorities, punitive damages, interest, damages to natural resources and other costs and expenses of any kind or nature whatsoever that may at any time (including at any time following the payment of the Loanswithout limitation reasonable attorneys’ fees and expenses, court costs and fees, and consultant and expert witness fees and expenses) be imposed on, incurred by or asserted against an Agent arising in any way relating to manner, directly or arising indirectly, out of or by reason of (a) the Commitmentsnegotiation, preparation, execution, performance of this Agreement, any of Agreement or the other Credit Documents Documents, or any documents transaction contemplated by or referred to herein or therein therein, whether or not the Lender or any other party protected under this Section is a party to any action, proceeding or suit in question, or the transactions contemplated hereby target of any inquiry or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or investigation in connection with any of the foregoingquestion; provided provided, however, that no Lender indemnified party shall have the right to be liable to an Agent indemnified hereunder for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements liability resulting from such Agentindemnified party’s willful misconduct, gross negligence or negligence, willful misconduct or breach of any of its covenants hereunder or under any other Credit Document (as finally determined by a final non-appealable judgment of a court of competent jurisdiction); and, provided, further, that no action taken by indemnified party shall have the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall right to be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct reimbursed hereunder for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any typical “closing” costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparationnegotiation, executionpreparation and execution of this Agreement or the other Credit Documents, delivery(b) any breach of any of the covenants, administration, modification, amendment warranties or enforcement (whether through negotiations, legal proceedings representations of the Borrower hereunder or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, under any other Credit Document, (c) any lien or charge upon amounts payable hereunder by the Borrower to the Lender or any document contemplated taxes, assessments, impositions and other charges in respect of the collateral described in the Security Documents, (d) damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to any such collateral or referred the use thereof, (e) any violation or alleged violation of any Environmental Law, federal or state securities law, common law, equitable requirement or other legal requirement by the Borrower or with respect to hereinany property owned, leased or operated by the Borrower (in the past, currently or in the future), or (f) any presence, generation, treatment, storage, disposal, transport, movement, release, suspected release or threatened release of any Hazardous Substance on, in, to or from any property (or any part thereof including without limitation the extent that such Agent is not reimbursed for such expenses soil and groundwater thereon and thereunder) owned, leased or operated by the Borrower (in the past, currently or on behalf in the future). All Costs shall be additional Obligations of the Borrower; provided that such reimbursement Borrower under this Agreement, shall be payable on demand to the party to be indemnified, and shall be secured by the Lenders lien of the Security Documents. Without limiting the foregoing, the Borrower shall not affect be obligated to pay, on demand, the costs of any investigation, monitoring, assessment, enforcement, removal, remediation, restoration or other response or corrective action undertaken by the Lender or any other indemnified party, or their respective agents, with respect to any property owned, leased or operated by the Borrower’s continuing reimbursement . It is expressly understood and agreed that the obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in of the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall Borrower under this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence Section shall not be deemed limited to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined extent by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans Obligations and all other amounts payable hereunder. The indemnity provided to each Agent under termination of this Section 12.7 Agreement and shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors remain in full force and agents and successorseffect until expressly terminated by the Lender in writing.

Indemnification. The Lenders agree to severally indemnify each Agent Agent, each in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Term Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Term Loans) be imposed on, incurred by or asserted against an Agent such Agent, including all fees, disbursements and other charges of counsel to the extent required to be reimbursed by the Credit Parties pursuant to Section 13.5, in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral such Agent under or in connection with any of the foregoingforegoing (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that no Lender shall be liable to an any Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur occur, be imposed upon, incurred by or asserted against the Administrative Agent or the Collateral Agent in any way relating to or arising out of this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing (including at any time following the payment of the Term Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each such Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). The agreements in this Section 12.7 shall survive the payment of the Term Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. (a) The Lenders agree Borrower shall and hereby agrees to severally indemnify each Agent in its capacity as such (to indemnify, defend and hold harmless the extent not reimbursed by Administrative Agent, the Credit Parties and without limiting Issuing Bank, the obligation Lenders, all of the Credit Parties to do so)Affiliates of each of the Administrative Agent, ratably according to the Issuing Bank or any of the Lenders, and their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought directors, officers, shareholders, agents, employees and counsel (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior each referred to such date), herein as an “Indemnified Party”) from and against any and all liabilitiesof the following (collectively, obligationsthe “Indemnified Costs”): losses, lossescosts, claims, penalties, damages, penaltiesliabilities, actionsdeficiencies, judgmentsjudgments or reasonable expenses of every kind and nature (including, suitswithout limitation, costsamounts paid in settlement, expensescourt costs and the reasonable fees and disbursements of counsel incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith, but excluding Indemnified Costs indemnification in respect of which is specifically covered by Section 3.10. or 4.1. or expressly excluded from the coverage of such Sections) incurred by an Indemnified Party in connection with, arising out of, or disbursements by reason of, any suit, cause of any kind whatsoever that may at any time action, claim, arbitration, investigation or settlement, consent decree or other proceeding (including at any time following the payment of the Loansforegoing referred to herein as an “Indemnity Proceeding”) be imposed on, incurred by or asserted against an Agent which is in any way relating to related directly or arising out of the Commitments, indirectly to: (i) this Agreement, any of the other Credit Documents Agreement or any documents contemplated by or referred to herein or therein other Loan Document or the transactions contemplated hereby thereby; (ii) the making of any Loans or thereby issuance of Letters of Credit hereunder; (iii) any actual or proposed use by the Borrower of the proceeds of the Loans or Letters of Credit; (iv) the Administrative Agent’s, the Issuing Bank’s or any Lender’s entering into this Agreement; (v) the fact that the Administrative Agent, the Issuing Bank and the Lenders have established the credit facility evidenced hereby in favor of the Borrower; (vi) the fact that the Administrative Agent, the Issuing Bank and the Lenders are creditors of the Borrower and have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Borrower and the Subsidiaries; (vii) the fact that the Administrative Agent, the Issuing Bank and the Lenders are material creditors of the Borrower and are alleged to influence directly or indirectly the business decisions or affairs of the Borrower and the Subsidiaries or their financial condition; (viii) the exercise of any right or remedy the Administrative Agent, the Issuing Bank or the Lenders may have under this Agreement or the other Loan Documents; (viii) any civil penalty or fine assessed by the OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent, the Issuing Bank or any Lender as a result of conduct of the Borrower, any other Loan Party or any other Subsidiary that violates a sanction administered or enforced by the OFAC; or (ix) any violation or non-compliance by the Borrower or any Subsidiary of any Applicable Law (including any Environmental Law) including, but not limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state taxing authority or (B) any Governmental Authority or other Person under any Environmental Law, including any Indemnity Proceeding commenced by a Governmental Authority or other Person seeking remedial or other action taken to cause the Borrower or omitted by its Subsidiaries (or its respective properties) (or the Administrative Agent and/or the Lenders and/or the Issuing Bank as successors to the Borrower) to be in compliance with such Environmental Laws; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for (A) any acts or the Collateral Agent under or omissions of such Indemnified Party in connection with any of matters described in this subjection to the foregoing; provided that no Lender shall be liable to an Agent for extent arising from the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct of such Indemnified Party, as determined by a final court of competent jurisdiction in a final, non-appealable judgment or (B) Indemnified Costs to the extent arising directly out of a court or resulting directly from claims of competent jurisdiction; providedone or more Indemnified Parties against another Indemnified Party (other than claims of the Indemnified Parties against the Administrative Agent, furtherthe Issuing Bank or the Swingline Lender, acting in their capacities as such). This section shall not apply with respect to Taxes other than any Taxes that no action taken represent losses, claims or damages arising from any non-Tax claim. Each Indemnified Party shall be obligated to refund or return any amounts paid by the Administrative Agent Borrower under this paragraph to such Indemnified Party to the extent such Indemnified Party was not actually entitled to payment of such amounts in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct terms hereof as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements such Indemnified Party in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsits sole discretion exercised in good faith.

Indemnification. The Lenders and Issuing Banks agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure Pro Rata Shares in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure Pro Rata Shares in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; , provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender and Issuing Bank shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; Borrowers, provided that such reimbursement by the Lenders and Issuing Banks shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree Originator agrees to severally indemnify each Agent in its capacity as such (to indemnify, defend and hold the extent not reimbursed by Transferors, the Credit Parties and without limiting Trust, the obligation of Owner Trustee, the Credit Parties to do so)Indenture Trustee, ratably according to their respective portions of the Total Credit Exposure in effect on Collateral Agent, the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated Depositor and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), Note Insurer harmless from and against any and all liabilitiesloss, obligationsliability, lossesdamage, damagesjudgment, claim, deficiency, or expense (including interest, penalties, actionsreasonable attorneys' fees and amounts paid in settlement) to which any of them may become subject insofar as such loss, judgmentsliability, suitsdamage, costsjudgment, expensesclaim, deficiency, or disbursements expense arises out of or is based upon a breach by the Originator of its representations and warranties contained in Article III, its covenants contained in Section 4.01, or in any kind whatsoever that may certificate or in any schedule delivered by the Originator hereunder, being untrue in any material respect at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdictiontime; provided, further, that no action taken by the Administrative Agent in accordance with the directions obligations of the Required Lenders (or such other number or percentage of Originator with respect to the Lenders as shall be required by the Credit Documentsrepresentations and warranties set forth in Section 3.03(a) shall be deemed to constitute gross negligence or willful misconduct for purposes limited as set forth in Section 3.04(c). The obligations of the Originator under this Section 12.7. In 4.01(i) shall be considered to have been relied upon by the case of any investigationTransferors, litigation or proceeding giving rise to any liabilitiesthe Indenture Trustee, obligationsthe Trust, lossesthe Owner Trustee, damagesthe Collateral Agent, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of Depositor and the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of Note Insurer and shall survive the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administrationand performance of this Agreement regardless of any investigation made by the Transferors, modificationthe Indenture Trustee, amendment or enforcement (whether through negotiationsthe Trust, legal proceedings or otherwise) ofthe Owner Trustee, or legal advice rendered in respect of rights or responsibilities underthe Collateral Agent, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by Depositor and the Note Insurer or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect theretotheir respective behalf. If any indemnity furnished to any Agent for any purpose shallTHE INDEMNIFICATION OBLIGATIONS OF THE ORIGINATOR PURSUANT TO THE PRECEDING PROVISIONS OF THIS PARAGRAPH SHALL APPLY REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT ON THE PART OF THE TRANSFERORS, in the opinion of such AgentTHE INDENTURE TRUSTEE, be insufficient or become impairedTHE DEPOSITOR, such Agent may call for additional indemnity and ceaseTHE TRUST, or not commenceTHE OWNER TRUSTEE, to do the acts indemnified against until such additional indemnity is furnished; providedTHE COLLATERAL AGENT, in no event shall this sentence require any Lender to indemnify any Agent against any liabilityTHE NOTE INSURER OR ANY OF THEIR RESPECTIVE OFFICERS, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsEMPLOYEES OR AGENTS.

Indemnification. The Lenders agree to severally To the extent that the Agent is not reimbursed and indemnified by the Company, the Secured Parties, shall severally, and not jointly, reimburse and indemnify the Agent and its Affiliates, and each and all of their respective partners, members, shareholders, officers, directors, employees, trustees, attorneys and agents (and any other persons with other titles that have similar functions) and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Agent Indemnitee”), in its capacity as such (proportion to the extent not reimbursed by the Credit Parties and without limiting the obligation outstanding amount of their respective principal amounts of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect Notes on the date on which indemnification is sought under this Section 17(i) (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall Notes have been paid in full, ratably in accordance with proportion to the outstanding amount of their respective portions principal amounts of the Total Credit Exposure in effect Notes immediately prior to such date), from and against any and all losses, claims, liabilities, obligations, losses, damages, penalties, suits, actions, judgments, suits, costs, expensestaxes, or disbursements and expenses of any kind or nature whatsoever that which may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an any Agent Indemnitee in performing its duties hereunder or under any other related agreement, or in any way relating to or arising out of the Commitmentsthis Agreement and any other related agreement, this AgreementIN ALL CASES, any of the other Credit Documents or any documents contemplated by or referred WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AGENT INDEMNITEE; provided, no Agent Indemnitee will be entitled to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent for the payment indemnification hereunder of any portion of such losses, claims, liabilities, obligations, losses, damages, penalties, suits, actions, judgments, suits, costs, taxes, disbursements and expenses or disbursements resulting which result from such Agent’s the gross negligence or willful misconduct of such Agent Indemnitee as determined by a final non-appealable judgment final, nonappealable decision of a court of competent jurisdiction; provided. Prior to taking any action or further action hereunder as the Agent, further, that no action taken by the Administrative Agent may require each Secured Party to deposit with it sufficient sums as it determines in accordance with good faith is necessary to protect the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of costs and expenses associated with taking such Agent, be insufficient action or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedfurther action; provided, in no event shall this sentence require any Lender Secured Party to indemnify any Agent Indemnitee against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of an amount in proportion to the outstanding amount of their respective principal amounts of the Notes on the date on which indemnification is sought under this Section 17(i) (or, if indemnification is sought after the date upon which the Notes have been paid in full, in proportion to the outstanding amount of their respective principal amounts of the Notes immediately prior to such Lender’s pro rata portion thereofdate); and provided, provided further, this sentence shall not be deemed to require any Lender Secured Party to indemnify any Agent Indemnitee against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment described in the proviso in the immediately preceding sentence. All of a court of competent jurisdiction. The the agreements in this Section 12.7 shall 17(i) will survive the payment and remain operative and in full force and effect regardless of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under repayment of the Obligations, the termination of this Section 12.7 shall also apply to such Agreement or the resignation or removal of the Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. 3.1 The Lenders agree Fund agrees to severally indemnify each Agent in and hold the Distributor, its capacity as such (to officers, directors, and employees, and any person who controls the extent not reimbursed by Distributor within the Credit Parties and without limiting the obligation meaning of Section 15 of the Credit Parties to do so)1933 Act, ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated free and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), harmless from and against any and all liabilitiesclaims, obligationscosts, expenses (including reasonable attorneys' fees), losses, damages, penaltiescharges, actionspayments and liabilities of any sort or kind which the Distributor, judgmentsits officers, suitsdirectors, employees or any such controlling person may incur under the 1933 Act, under any other statute, or under common law or otherwise, arising out of or based upon (i) any untrue statement, or alleged untrue statement, of a material fact contained in the Fund's Registration Statement, Prospectus or Statement of Additional Information (including amendments and supplements thereto), or (ii) any omission, or alleged omission, to state a material fact required to be stated in the Fund's Registration Statement, Prospectus or Statement of Additional Information (including amendments or supplements thereto) or necessary to make the statements therein not misleading; provided, however, that insofar as any losses, claims, damages, costs, expensescharges, payments, liabilities or disbursements expenses arise out of or are based upon any kind whatsoever that may at any time such untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished to the Fund by the Distributor or its affiliated persons for use in the Fund's Registration Statement, Prospectus or Statement of Additional Information (including at any time following the payment of the Loans) be imposed onamendments or supplements thereto), incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoingsuch indemnification is not applicable; and further provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender Fund's agreement to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement the Distributor and the Fund's representations and warranties hereinbefore set forth in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence Section 1.11 shall not be deemed to require cover any Lender liability to the Fund, its officers, trustees or shareholders to which the Distributor would otherwise be subject by reason of: (a) the Distributor's willful misfeasance, bad faith or negligence in the performance of its duties and obligations, or by reason of the Distributor's reckless disregard of its duties and obligations under this Agreement; or (b) the Distributor's breach of Section 12 of this Agreement. The Fund agrees and acknowledges that the Distributor has not prior to October 1, 1999 assumed, and will not assume, any obligations or liabilities arising out of the conduct of the Fund or its distributor prior to such date of those duties which the Distributor has agreed to perform pursuant to this Agreement. The Fund further agrees to indemnify any Agent the Distributor against any liabilitylosses, obligationclaims, lossdamages or liabilities to which the Distributor may become subject in connection with the conduct by the Fund or its distributor of such duties prior to October 1, damage1999; provided that the Fund's agreement to indemnify the Distributor shall not be deemed to cover any liability to the Fund, penaltyits officers, actiontrustees or shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, judgmentbad faith or negligence in the performance of its duties and obligations, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment reason of the Loans Distributor's reckless disregard of its duties and all other amounts payable hereunder. The indemnity provided to each Agent obligations under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successorsAgreement.