Common use of Indemnification of the Administrative Agent Clause in Contracts

Indemnification of the Administrative Agent. Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender's respective Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as the Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent's gross negligence or willful misconduct or if the Administrative Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limiting the generality of the foregoing but subject to the preceding provision, each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees of the counsel(s) of the Administrative Agent's own choosing) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration or enforcement of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out‑of‑pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of the Administrative Agent. Each Lender agrees to Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of the Administrative Agent) (to the extent not reimbursed by the Borrower or on behalf of any Loan Party and without limiting the obligation of the Borrower any Loan Party to do so), pro rata, and hold harmless the Administrative Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of the Administrative Agent) pro rata in accordance with such Lender's respective Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, Indemnified Liabilities incurred by, or asserted against the Administrative Agent (in its capacity as the Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”)it; provided, however, that no Lender shall be liable for the payment to the Administrative Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of the Administrative Agent) of any portion of such Indemnifiable Amounts Indemnified Liabilities to the extent resulting determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent's ’s (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of the Administrative Agent) own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct or if the Administrative Agent fails to follow the written direction for purposes of this Section. Without limitation of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limiting the generality of the foregoing but subject to the preceding provisionforegoing, each Lender agrees to shall reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including reasonable counsel fees of the counsel(s) of the Administrative Agent's own choosingAttorney Costs) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice with in respect to the of rights or responsibilities of the parties under, the Loan Documentsthis Agreement, any suit other Loan Document, or action brought any document contemplated by or referred to herein, to the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out‑of‑pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion extent that the Administrative Agent is not entitled to indemnification hereunder upon receipt reimbursed for such expenses by or on behalf of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnificationBorrower. The agreements undertaking in this Section shall survive termination of the Aggregate Commitments, the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents Obligations and the termination resignation of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentAgent.

Indemnification of the Administrative Agent. Each Lender agrees to indemnify (i) In consideration of the execution and delivery of this Series 2020-1 Supplement by the Administrative Agent, HVIF hereby indemnifies and holds the Administrative Agent and each of its officers, directors, employees and agents (collectively, the “Agent Indemnified Parties”) harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and reasonable expenses incurred in connection therewith (irrespective of whether any such Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and including, any liability in connection with the offering and sale of the Series 2020-1 Notes), including reasonable attorneys’ fees and disbursements (collectively, the “Agent Indemnified Liabilities”), incurred by the Agent Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to the entering into and performance of this Series 2020-1 Supplement and any other Series 2020-1 Related Document by any of the Agent Indemnified Parties, except for any such Agent Indemnified Liabilities arising for the account of a particular Agent Indemnified Party by reason of the relevant Agent Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, HVIF hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Agent Indemnified Liabilities which is permissible under applicable law. The indemnity set forth in this Section 11.4(c)(i) shall in no event include indemnification for any taxes. HVIF shall give notice to the Rating Agencies of any claim for Agent Indemnified Liabilities made under this Section 11.4(c)(i). (ii) In consideration of the execution and delivery of this Series 2020-1 Supplement by the Administrative Agent, each Series 2020-1 Noteholder, ratably according to its respective commitment, hereby indemnifies and holds the Administrative Agent and each of its officers, directors, employees and agents (collectively, the “Administrative Agent Indemnified Parties”) harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and reasonable expenses incurred in connection therewith (solely to the extent not reimbursed by or on behalf of HVIF) (irrespective of whether any such Administrative Agent Indemnified Party is a party to the Borrower action for which indemnification hereunder is sought and without limiting including, any liability in connection with the obligation offering and sale of the Borrower to do so) pro rata in accordance with such Lender's respective Commitment PercentageSeries 2020-1 Notes), from including reasonable attorneys’ fees and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as the Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, the “Indemnifiable AmountsAdministrative Agent Indemnified Liabilities”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent's gross negligence or willful misconduct or if the Administrative Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limiting the generality of the foregoing but subject to the preceding provision, each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees of the counsel(s) of the Administrative Agent's own choosing) incurred by the Administrative Agent Indemnified Parties or any of them (whether in connection with prosecuting or defending against such actions, suits or claims) to the preparationextent resulting from, negotiation, execution, administration or enforcement arising out of, or legal advice with respect relating to the rights or responsibilities entering into and performance of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, this Series 2020-1 Supplement and any claim or suit brought against the Administrative Agent and/or the Lenders arising under other Series 2020-1 Related Document by any Environmental Laws. Such out‑of‑pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding Indemnified Parties, except for any claim such Administrative Agent Indemnified Liabilities arising for the account of a particular Administrative Agent Indemnified Party by reason of the relevant Administrative Agent Indemnified Party’s gross negligence or assertion willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Series 2020-1 Noteholder hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Administrative Agent Indemnified Liabilities which is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnificationpermissible under applicable law. The agreements indemnity set forth in this Section 11.4(c)(ii) shall survive in no event include indemnification for any taxes. Each Series 2020-1 Noteholder shall give notice to the payment Rating Agencies of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the any claim for Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to Indemnified Liabilities made under this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentSection 11.4(c)(ii).

Indemnification of the Administrative Agent. Each Lender the ------------------------------------------------ Fronting Bank and the Lenders. The Borrower agrees (a) to indemnify and hold ----------------------------- harmless the Administrative Agent Agent, the Fronting Bank and the Lenders and their respective directors, officers, employees, trustees and agents (to the full extent not reimbursed permitted by the Borrower and without limiting the obligation of the Borrower to do solaw) pro rata in accordance with such Lender's respective Commitment Percentage, from and against any and all liabilitiesclaims, obligationsdemands, losses, damagesjudgments and liabilities (including liabilities for penalties) of whatsoever nature, penaltiesand (b) to pay to the Administrative Agent and the Fronting Bank an amount equal to the amount of all costs and expenses, actionsincluding reasonable legal fees and disbursements, and with regard to both (a) and (b) growing out of or resulting from any litigation, investigation or other proceedings relating to the Collateral, this Credit Agreement, the Copyright Security Agreements, the Trademark Security Agreement, the Pledgeholder Agreements and the Letters of Credit, the making of the Loans, any attempt to audit, inspect, protect or sell the Collateral, or the administration and enforcement or exercise of any right or remedy granted to the Administrative Agent, the Fronting Bank or Lenders hereunder or thereunder but excluding therefrom all claims, demands, losses, judgments, suitsliabilities, costscosts and expenses arising out of or resulting from (i) the gross negligence or willful misconduct of the Lenders, expenses the Fronting Bank or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent claiming indemnification hereunder, (in its capacity as ii) litigation between the Borrower and the Administrative Agent but not as a Lender) Agent, the Fronting Bank or the Lenders in connection with the Fundamental Documents or in any way relating to the transactions contemplated hereby if, after final non-appealable judgment, the Administrative Agent, the Fronting Bank or arising out the Lenders are not the prevailing party or parties in such litigation and (iii) litigation among the Lenders or between the Administrative Agent and/or the Fronting Bank and the Lenders in connection with the Fundamental Documents or in any way relating to the transactions contemplated hereby. The foregoing indemnity agreement includes any reasonable costs incurred by the Administrative Agent, the Fronting Bank or the Lenders in connection with any action or proceeding which may be instituted in respect of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted foregoing by the Administrative Agent under or the Loan Documents (collectivelyFronting Bank, “Indemnifiable Amounts”); providedor by any other Person either against the Lenders or in connection with which any officer, howeverdirector, that no Lender shall be liable for any portion agent or employee of such Indemnifiable Amounts to the extent resulting from the Administrative Agent's gross negligence , the Fronting Bank or willful misconduct the Lenders is called as a witness or if deponent, including, but not limited to, the reasonable fees and disbursements of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent fails to follow and the written direction of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limiting the generality of the foregoing but subject to the preceding provisionFronting Bank, each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees of the counsel(s) of costs incurred by the Administrative Agent's own choosing, the Fronting Bank or the Lenders in appearing as a witness or in otherwise complying with legal process served upon them. Except as otherwise required by Applicable Law which may not be waived, the Lenders shall not be liable to the Borrower for any matter or thing in connection with this Credit Agreement other than their express obligations hereunder, including obligations to make Loans and account for moneys actually received by them in accordance with the terms hereof. Whenever the provisions of this Credit Agreement or any other Fundamental Document provide that, if any Credit Party shall fail to do any act or thing which it has covenanted to do hereunder, the Administrative Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach and if the Administrative Agent does the same or causes it to be done, there shall be added to the Obligations hereunder the cost or expense incurred by the Administrative Agent in connection with the preparationso doing, negotiation, execution, administration or enforcement of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, and any suit or action brought and all amounts expended by the Administrative Agent in taking any such action shall be repayable to enforce the terms it upon its demand therefor and shall bear interest at 4% in excess of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against Alternate Base Rate from time to time in effect from the Administrative Agent and/or date advanced to the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Lawsdate of repayment. Such out‑of‑pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements All indemnities contained in this Section 11.5 shall survive the payment of the Loans and all other amounts payable hereunder expiration or under the other Loan Documents and the earlier termination of this Agreement. If the Borrower Credit Agreement and shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender inure to the Administrative Agent in respect benefit of any Person who was a Lender notwithstanding such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentPerson's assignment of all its Loans and Commitments.

Indemnification of the Administrative Agent. Each Lender agrees the Issuing Bank and the Lenders. The Borrower agrees (a) to indemnify and hold harmless the Administrative Agent Agent, the Issuing Bank and the Lenders and their respective directors, officers, employees, trustees and agents (to the full extent not reimbursed permitted by the Borrower and without limiting the obligation of the Borrower to do solaw) pro rata in accordance with such Lender's respective Commitment Percentage, from and against any and all liabilitiesclaims, obligationsdemands, losses, damagesjudgments and liabilities (including liabilities for penalties) of whatsoever nature, penaltiesand (b) to pay to the Administrative Agent and the Issuing Bank an amount equal to the amount of all costs and expenses, actionsincluding reasonable legal fees and disbursements, and with regard to both (a) and (b) growing out of or resulting from any litigation, investigation or other proceedings relating to the Collateral, this Credit Agreement, the Copyright Security Agreements, the Pledgeholder Agreements and the Letters of Credit, the making of the Loans, any attempt to audit, inspect, protect or sell the Collateral, or the administration and enforcement or exercise of any right or remedy granted to the Administrative Agent, the Issuing Bank or Lenders hereunder or thereunder but excluding therefrom all claims, demands, losses, judgments, suitsliabilities, costs, costs and expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as the Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent's gross negligence or willful misconduct of the Lenders, the Issuing Bank or if the Administrative Agent fails to follow claiming indemnification hereunder. The foregoing indemnity agreement includes any reasonable costs incurred by the written direction of Administrative Agent, the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which Issuing Bank or the Lenders have received notice. Without limiting the generality in connection with any action or proceeding which may be instituted in respect of the foregoing but subject to the preceding provision, each Lender agrees to reimburse by the Administrative Agent (or the Issuing Bank, or by any other Person either against the Lenders or in connection with which any officer, director, agent or employee of the Administrative Agent, the Issuing Bank or the Lenders is called as a witness or deponent, including, but not limited to, the reasonable fees and disbursements of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the extent not reimbursed by Administrative Agent and the Borrower Issuing Bank, and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees of the counsel(s) of costs incurred by the Administrative Agent's own choosing, the Issuing Bank or the Lenders in appearing as a witness or in otherwise complying with legal process served upon them. Except as otherwise required by Applicable Law which may not be waived, the Lenders shall not be liable to the Borrower for any matter or thing in connection with this Credit Agreement other than their express obligations hereunder, including obligations to make Loans and account for moneys actually received by them in accordance with the terms hereof. If any Credit Party shall fail to do any act or thing which it has covenanted to do hereunder, under any other Fundamental Document or under a Completion Guarantee, or any representation or warranty of any Credit Party shall be breached, the Administrative Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach and if the Administrative Agent does the same or causes it to be done, there shall be added to the Obligations hereunder the cost or expense incurred by the Administrative Agent in connection with the preparationso doing, negotiation, execution, administration or enforcement of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, and any suit or action brought and all amounts expended by the Administrative Agent in taking any such action shall be repayable to enforce the terms it upon its demand therefor and shall bear interest at a rate per annum of 2% in excess of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against Alternate Base Rate from time to time in effect from the Administrative Agent and/or date advanced to the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Lawsdate of repayment. Such out‑of‑pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements All indemnities contained in this Section 13.5 shall survive the expiration or earlier termination of this Credit Agreement, each other Fundamental Document and the payment of the Loans, and shall inure to the benefit of any Person who was a Lender notwithstanding such Person's assignment of all its Loans and all other amounts payable hereunder Commitments. Notwithstanding anything in this Section 13.5 to the contrary, no Lender shall be liable to the Borrower for any special, indirect, consequential or under punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, the other Loan Fundamental Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymenttransactions contemplated hereby and thereby.

Indemnification of the Administrative Agent. Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender's respective Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as the Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan DocumentsDocuments (collectively "Indemnifiable Amounts"), any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”)Documents; provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent's gross negligence or willful misconduct or or, if the Administrative Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limiting the generality of the foregoing but subject to the preceding provisionforegoing, each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees of the counsel(s) of the Administrative Agent's own choosing) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration administration, or enforcement of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “"lender liability” " suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. Such out‑of‑pocket out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans Loan and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of the Administrative Agent. Each Lender agrees to Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify the Administrative Agent upon demand each Agent‑Related Person (to the extent not reimbursed by the Borrower or on behalf of any Loan Party and without limiting the obligation of the Borrower any Loan Party to do so) ), pro rata in accordance with such Lender's respective Commitment Percentagerata, and hold harmless each Agent‑Related Person from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, Indemnified Liabilities to the extent incurred by, or asserted against the Administrative Agent (in its capacity as the Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”)it; provided, however, provided that no Lender shall be liable for the payment to any Agent‑Related Person of any portion of such Indemnifiable Amounts Indemnified Liabilities to the extent resulting from such Agent‑Related Person’s own gross negligence or willful misconduct, as determined by the Administrative Agent's final non‑appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or if the Administrative Agent fails proceeding giving rise to follow the written direction any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the Requisite Lenders unless such failure is pursuant to the reasonable advice of counsel of which the Lenders have received notice. Without limiting the generality of the foregoing but subject to the preceding provisionforegoing, each Lender agrees to shall reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket costs or out‑of‑pocket expenses (including reasonable counsel fees of the counsel(s) of the Administrative Agent's own choosingAttorney Costs) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice with in respect to the of rights or responsibilities of the parties under, the Loan Documentsthis Agreement, any suit other Loan Document, or action brought any document contemplated by or referred to herein, to the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out‑of‑pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion extent that the Administrative Agent is not entitled to indemnification hereunder upon receipt reimbursed for such expenses by or on behalf of an undertaking the Borrower; provided that such reimbursement by the Administrative Agent that Lenders shall not affect the Administrative Agent will reimburse the Lenders Borrower’s continuing reimbursement obligations with respect thereto, if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnificationany. The agreements undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents Obligations and the termination resignation or removal of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such paymentAgent.