Common use of Indemnification Clause in Contracts

Indemnification. The Lenders agree to 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 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Committed Lenders (i) agree to indemnify each the Administrative Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation (if any) of the Credit Parties Borrower or 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, Invested Percentages of the Loans Outstanding) and (ii) in each Lender Group agree to indemnify the Agent for such Lender Group in its capacity as such (without limiting the obligation (if any) of the Borrower and the Loans shall have been paid in fullServicer to reimburse such Agent for any such amounts), ratably in accordance with according to their respective portions Commitments (or, if the Commitments have terminated, Invested Percentages of the Total Credit Exposure in effect immediately prior to such dateLoans Outstanding), in each case from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, 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 Loans Outstanding) 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 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 of an Agent resulting from such Agent’s gross negligence or willful misconduct as determined by a final 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 own gross negligence or willful misconduct. The agreements in provisions of this Section 12.7 shall survive the payment of the Obligations under this Agreement, including the Loans Outstanding, the termination of this Agreement, and all other amounts payable hereunderany resignation or removal of the applicable Agent.

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 misconductmisconduct 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) To the fullest extent permitted by law, the Company shall, subject to Section 5(c), indemnify the Manager (including for this purpose each Agent officer, director, partner, principal, employee or agent of, or any person who controls, is controlled by or is under common control with, the Manager, and their respective executors, heirs, assigns, successors or other legal representatives) (each such person being referred to as an “indemnitee”) against all losses, claims, damages, liabilities, costs and expenses arising by reason of being or having been Manager to the Master Fund, or the past or present performance of services to the Company or the Master Fund in its capacity as such (accordance herewith and with the Master Fund Investment Management Agreement by the indemnitee, except to the extent not reimbursed that the loss, claim, damage, liability, cost or expense was caused by the Credit Parties and without limiting the obligation reason of willful misfeasance, bad faith or gross negligence of the Credit Parties to do so), ratably according to their respective portions duties involved in the conduct of the Total Credit Exposure in effect on the date on which indemnification is sought (orindemnitee’s office. These losses, 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, lossesclaims, damages, liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or 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 onand counsel fees and expenses, 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 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 preparationdefense or disposition of any action, executionsuit, deliveryinvestigation or other proceeding, administrationwhether civil or criminal, modificationbefore any judicial, amendment arbitral, administrative or enforcement (whether through negotiationslegislative body, legal proceedings in which the indemnitee may be or may have been involved as a party or otherwise) of, or legal advice rendered with which such indemnitee may be or may have been threatened, while in respect office or thereafter. The rights of rights or responsibilities underindemnification provided under this Section 5 are not to be construed so as to provide for indemnification of an indemnitee for any liability (including liability under U.S. federal securities laws which, this Agreementunder certain circumstances, any other Credit Document, or any document contemplated by or referred to herein, impose liability even on persons that act in good faith) to the extent that such Agent is not reimbursed for such expenses indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 5. (b) Expenses, including counsel fees and expenses, incurred by any indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties) may be paid from time to time by the Company in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the Borrowerindemnitee to repay to the Company amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 5(a) of this Agreement, provided so long as (i) the indemnitee provides security for the undertaking, (ii) the Company is insured by or on behalf of the indemnitee against losses arising by reason of the indemnitee’s failure to fulfill his, her or its undertaking, or (iii) a majority of the directors (each, a “Director,” and collectively, the “Directors”) of the Company who are not “interested persons” (as that such reimbursement by term is defined in the Lenders shall not affect Investment Company Act of 1940, as amended (the Borrower’s continuing reimbursement obligations with respect thereto. If “1940 Act”)) of the Company (“Independent Directors”) (excluding any indemnity furnished Director who is or has been a party 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, other action, judgment, suit, costinvestigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement or the Master Fund Investment Management Agreement) or independent legal counsel in a written opinion determines based on a review of readily available facts (as opposed to a full trial-type inquiry) that reason exists to believe that the indemnitee ultimately shall be entitled to indemnification. (c) As to the disposition of any action, suit, investigation or other proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication or a decision on the merits by a court, or by any other body before which the proceeding has been brought, that an indemnitee is liable to the Company or its Members by reason of willful misfeasance, bad faith or gross negligence of the indemnitee’s office, indemnification shall be provided in accordance with Section 5(a) of this Agreement if (i) approved as in the best interests of the Company by a majority of the Independent Directors (excluding any Director who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement or the Master Fund Investment Management Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the indemnitee acted in good faith and in the reasonable belief that the actions were in the best interests of the Company and that the indemnitee is not liable to the Company or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the indemnitee’s office, or (ii) the Directors secure a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) to the effect that indemnification would not protect the indemnitee against any liability to the Company or its Members to which the indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence. (d) Any indemnification or advancement of expenses made in accordance with this Section 5 shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification or disbursement advancement of expenses to be liable to the Company or its Members by reason of willful misfeasance, bad faith or gross negligence. In any suit brought by an indemnitee to enforce a right to indemnification under this Section 5 it shall be a defense that, and in excess any suit in the name of the Company to recover any indemnification or advancement of expenses made in accordance with this Section 5 the Company shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the indemnitee has not met the applicable standard of conduct described in this Section 5. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 5, the burden of proving that the indemnitee is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 5 shall be on the Company (or on any Member acting derivatively or otherwise on behalf of the Company or its Members). (e) An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 5 or to which he, she or it may otherwise be entitled except out of the assets of the Company, and no Member shall be personally liable with respect to any such Lender’s pro rata portion thereof; and claim for indemnification or advancement of expenses. (f) The rights of indemnification provided further, in this sentence Section 5 shall not be deemed exclusive of or affect any other rights to require which any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense person may be entitled by contract or disbursement resulting from such Agent’s gross negligence or willful misconductotherwise under law. The agreements Nothing contained in this Section 12.7 5 shall survive affect the payment power of the Loans Company to purchase and all other amounts payable hereundermaintain liability insurance on behalf of the Manager or any indemnitee.

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 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 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 misconductmisconduct 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 indemnify each Agent in its capacity as such (Whether or not the transactions contemplated hereby are consummated, to the extent the Administrative Agent or any other Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent) is not reimbursed and indemnified by the Credit Parties Borrower, the Lenders will reimburse and without limiting indemnify the obligation Administrative Agent or any other Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Credit Parties to do so), ratably according Administrative Agent) in proportion 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 Pro Rata Shares for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, 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 other Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of the Commitments, 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 foregoing, other 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 any other Agent-Related Person’s gross negligence or willful misconduct (as determined by a final 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 12.7a final and non-appealable decision). 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)Indemnified Liabilities, this Section 12.7 9.08 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’ 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 Loan 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 provided further that the opinion failure 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 or reimburse the Administrative 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 relieve any other 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 misconductof its obligation in respect thereof. The agreements undertaking in this Section 12.7 9.08 shall survive termination of the Aggregate Commitments, the payment of the Loans and all other amounts payable hereunderObligations and the resignation of the Administrative Agent.

Indemnification. The Lenders agree (a) To the fullest extent permitted by law, the Company shall, subject to Section 8(c), indemnify the Manager (including for this purpose each Agent officer, director, partner, principal, employee or agent of, or any person who controls, is controlled by or is under common control with, the Manager, and their respective executors, heirs, assigns, successors or other legal representatives) (each such person being referred to as an “indemnitee”) against all losses, claims, damages, liabilities, costs and expenses arising by reason of being or having been Manager to the Company, or the past or present performance of services to the Company in its capacity as such (accordance with this Agreement by the indemnitee, except to the extent not reimbursed that the loss, claim, damage, liability, cost or expense was caused by the Credit Parties and without limiting the obligation reason of willful misfeasance, bad faith or gross negligence of the Credit Parties to do so), ratably according to their respective portions duties involved in the conduct of the Total Credit Exposure in effect on the date on which indemnification is sought (orindemnitee’s office. These losses, 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, lossesclaims, damages, liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or 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 onand counsel fees and expenses, 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 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 preparationdefense or disposition of any action, executionsuit, deliveryinvestigation or other proceeding, administrationwhether civil or criminal, modificationbefore any judicial, amendment arbitral, administrative or enforcement (whether through negotiationslegislative body, legal proceedings in which the indemnitee may be or may have been involved as a party or otherwise) of, or legal advice rendered with which such indemnitee may be or may have been threatened, while in respect office or thereafter. The rights of rights or responsibilities underindemnification provided under this Section 8 are not to be construed so as to provide for indemnification of an indemnitee for any liability (including liability under U.S. federal securities laws which, this Agreementunder certain circumstances, any other Credit Document, or any document contemplated by or referred to herein, impose liability even on persons that act in good faith) to the extent that such Agent is not reimbursed for such expenses indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 8. (b) Expenses, including counsel fees and expenses, incurred by any indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties) may be paid from time to time by the Company in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the Borrowerindemnitee to repay to the Company amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 8(a) of this Agreement, provided so long as (i) the indemnitee provides security for the undertaking, (ii) the Company is insured by or on behalf of the indemnitee against losses arising by reason of the indemnitee’s failure to fulfill his, her or its undertaking, or (iii) a majority of the directors (each, a “Director,” and collectively, the “Directors”) of the Company who are not “interested persons” (as that such reimbursement by term is defined in the Lenders shall not affect 1940 Act) of the Borrower’s continuing reimbursement obligations with respect thereto. If Company (“Independent Directors”) (excluding any indemnity furnished Director who is or has been a party 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, other action, judgment, suit, costinvestigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement) or independent legal counsel in a written opinion determines based on a review of readily available facts (as opposed to a full trial-type inquiry) that reason exists to believe that the indemnitee ultimately shall be entitled to indemnification. (c) As to the disposition of any action, suit, investigation or other proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication or a decision on the merits by a court, or by any other body before which the proceeding has been brought, that an indemnitee is liable to the Company or its Members by reason of willful misfeasance, bad faith or gross negligence of the indemnitee’s office, indemnification shall be provided in accordance with Section 8(a) of this Agreement if (i) approved as in the best interests of the Company by a majority of the Independent Directors (excluding any Director who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the indemnitee acted in good faith and in the reasonable belief that the actions were in the best interests of the Company and that the indemnitee is not liable to the Company or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the indemnitee’s office, or (ii) the Directors secure a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) to the effect that indemnification would not protect the indemnitee against any liability to the Company or its Members to which the indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence. (d) Any indemnification or advancement of expenses made in accordance with this Section 8 shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification or disbursement advancement of expenses to be liable to the Company or its Members by reason of willful misfeasance, bad faith or gross negligence. In any suit brought by an indemnitee to enforce a right to indemnification under this Section 8 it shall be a defense that, and in excess any suit in the name of the Company to recover any indemnification or advancement of expenses made in accordance with this Section 8 the Company shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the indemnitee has not met the applicable standard of conduct described in this Section 8. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 8, the burden of proving that the indemnitee is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 8 shall be on the Company (or on any Member acting derivatively or otherwise on behalf of the Company or its Members). (e) An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 8 or to which he, she or it may otherwise be entitled except out of the assets of the Company, and no Member shall be personally liable with respect to any such Lender’s pro rata portion thereof; and claim for indemnification or advancement of expenses. (f) The rights of indemnification provided further, in this sentence Section 8 shall not be deemed exclusive of or affect any other rights to require which any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense person may be entitled by contract or disbursement resulting from such Agent’s gross negligence or willful misconductotherwise under law. The agreements Nothing contained in this Section 12.7 8 shall survive affect the payment power of the Loans Company to purchase and all other amounts payable hereundermaintain liability insurance on behalf of the Manager or any indemnitee.

Indemnification. (a) The Lenders agree to indemnify each Agent in its capacity as such (to Seller shall defend, indemnify, and hold harmless 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), Purchaser from and against any and all liabilitiescosts, obligationsexpenses, losses, damages, penaltiesclaims, actionsand liabilities, judgmentsarising out of or resulting from the failure of a Receivable to be originated in compliance with all requirements of law and for any breach of any of the Seller's representations and warranties contained herein. (b) The Seller shall defend, suitsindemnify, and hold harmless the Purchaser from and against any and all costs, expenses expenses, losses, damages, claims, and liabilities, arising out of or disbursements resulting from the use, ownership, or operation by the Seller or any Affiliate thereof of a Financed Vehicle. (c) The Seller shall defend, indemnify, and hold harmless the Purchaser from and against any kind whatsoever and all taxes, except for taxes on the net income of the Purchaser, 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 the Purchaser with respect 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 herein and in the Yield Supplement Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or thereby or license taxes and costs and expenses in defending against the same. (d) The Seller shall defend, indemnify, and hold harmless the Purchaser from and against any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoingand all costs, provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligationsexpenses, losses, damages, penaltiesclaims and liabilities to the extent that such cost, actionsexpense, judgmentsloss, suitsdamage, claim or liability arose out of, or was imposed upon the Purchaser through, the negligence, willful misfeasance, or bad faith of the Seller in the performance of its duties under this Agreement or the Yield Supplement Agreement, as the case may be, or by reason of reckless disregard of the Seller's obligations and duties under the Agreement or the Yield Supplement Agreement, as the case may be. (e) The Seller shall defend, indemnify, and hold harmless the Purchaser from and against all costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final 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, obligationsexpenses, losses, damages, penalties, actions, judgments, suits, costs, expenses claims and liabilities arising out of 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 acceptance or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect performance of rights or responsibilities under, this the Seller's trusts and duties as Servicer under the Sale and Servicing Agreement, any other Credit Document, or any document contemplated by or referred to herein, except to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrowercost, 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, obligationexpense, loss, damage, penaltyclaim or liability shall be due to the willful misfeasance, actionbad faith, or negligence (except for errors in 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. The agreements in this Section 12.7 shall survive the payment ) of the Loans and all other amounts payable hereunderPurchaser. These indemnity obligations shall be in addition to any obligation that the Seller may otherwise have.

Indemnification. a. The Lenders agree Service Provider agrees to indemnify and hold harmless MBSC, the Funds, the Funds' investment advisers, the Funds' administrators, and each Agent in its capacity as such (to of their directors, officers, employees, agents and each person, if any, who controls them within the extent not reimbursed by the Credit Parties and without limiting the obligation meaning of the Credit Parties to do so)Securities 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 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 liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities or expenses to which an indemnitee may become subject insofar as those losses, 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, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities or expenses or disbursements resulting from such Agent’s gross actions in respect thereof, arise out of or are based upon (i) the provision of Administrative Services by the Service Provider, (ii) the Service Provider's negligence or willful misconduct as determined in performing the Services, (iii) any breach by a final judgment the Service Provider of any material provision of this Agreement, or (iv) any breach by the Service Provider of a court representation, warranty or covenant made in this Agreement; and the Service Provider will reimburse the indemnitees for any legal or other expenses reasonably incurred in connection with investigating or defending such loss, claim or action. This indemnity agreement will be in addition to any liability which the Service Provider may otherwise have. b. MBSC agrees to indemnify and hold harmless the Service Provider and each of competent jurisdictionits directors, officers, employees, agents and each person, if any, who controls the Service Provider within the meaning of the 1933 Act against any losses, claims, damages, liabilities or expenses to which an indemnitee may become subject insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon (i) any breach by MBSC of any material provision of this Agreement, or (ii) any breach by MBSC of a representation, warranty or covenant made in this Agreement; providedand MBSC will reimburse the indemnitees for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, furtherclaim or action. This indemnity agreement will be in addition to any liability which MBSC may otherwise have. c. Promptly after receipt by an indemnitee under this Section 15 of notice of the commencement of an action, that no action taken by the Administrative Agent indemnitee will, if a claim in respect thereof is to be made against the indemnitor, notify the indemnitor of the commencement thereof in accordance with 03/13 the directions provisions of Section 16 hereof within seven (7) days after the Required Lenders summons or other first legal process shall have been served, unless within such seven (or 7) days the indemnitor shall have been served in the same action, in which case such other number or percentage of notification may be given within sixty (60) days, provided that the Lenders as shall be required by omission so to notify the Credit Documents) shall be deemed indemnitor will not relieve it from any liability that it may have to constitute gross negligence or willful misconduct for purposes of any indemnitee 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, 15 except to the extent that the indemnitor has been prejudiced in any material respect by such Agent is failure. The omission so to notify the indemnitor will not reimbursed for such expenses by or on behalf of the Borrower, provided relieve it from any liability that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect theretoit may have to any indemnitee otherwise than under this Section 15. If any indemnity furnished such action is brought against any indemnitee and it notifies the indemnitor of the commencement thereof, the indemnitor will be entitled to any Agent for any purpose shallassume the defense thereof with counsel reasonably satisfactory to the indemnitee, and the defendant or defendants in such action entitled to indemnification hereunder shall have the right to participate in the opinion defense or preparation of the defense of any such action. In the event the indemnitor does elect to assume the defense of any such action, and to retain counsel of good standing, the defendant or defendants in such action shall bear the fees and expenses of any additional counsel retained by any of them; but in case the indemnitor does not elect to assume the defense of any such action, the indemnitor will reimburse the indemnitee(s) named a defendant or defendants in such action for the fees and expenses of one single additional counsel agreed upon by them. If the indemnitor assumes the defense of any such action, the indemnitor shall not, without the prior written consent of the indemnitee(s), settle or compromise the liability of the indemnitee(s) in such action, or permit a default or consent to the entry of any judgment in respect thereof, unless in connection with such settlement, compromise or consent each indemnitee receives from such claimant an unconditional release from all liability in respect 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunderclaim.

Indemnification. The Each of the Lenders agree agrees to 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 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 foregoing, foregoing 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 from such Agent’s gross negligence or willful misconduct as determined that are found by a final judgment and nonappealable decision of a court of competent jurisdiction; provided, further, that no action taken by jurisdiction to have resulted primarily from the Administrative Agent in accordance with the directions of the Required Lenders (Agent’s 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, and that with respect to such unpaid amounts owed to any Issuing Lender or Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought). The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to 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 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 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 misconductBorrower 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 hereunderObligations under the Loan Documents or any documents contemplated by or referred to therein, as well as the resignation or replacement of Administrative Agent.

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to 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 respective portions of the Total Credit Exposure in effect immediately prior to such date)applicable Lender’s Lender Pro Rata Share, 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 whatsoever that which may at any time (including including, without limitation, 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 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 Person11.7. Without limitation of the foregoing, each Lender shall reimburse each the Administrative Agent and the Letter of Credit Issuer 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 Credit 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 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 misconductBorrower Parties. The agreements in this Section 12.7 11.7 shall survive the termination of the Commitments, payment of all of the Loans Obligations hereunder and all under the other amounts payable hereunderLoan Documents or any documents contemplated by or referred to herein or therein, as well as the resignation or replacement of any Agent.

Indemnification. The Lenders agree to indemnify each the Administrative Agent, 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)their respective Related Parties, ratably according to their respective portions pro rata share 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)Aggregate Revolving Facility Exposure, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the LoansObligations) be imposed on, incurred by or asserted against an the Administrative Agent, the Collateral Agent or such Related Parties in any way relating to or arising out of the Commitmentsthis Agreement or any other Loan Document, 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 to be taken by the Administrative Agent or Agent, the Collateral Agent or such Related Parties under or in connection with any of the foregoing, provided but only to the extent that any of the foregoing is not paid by the Borrower; provided, however, that no Lender shall be liable to an the Administrative Agent, the Collateral Agent or any of their respective Related Parties 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, the Collateral Agent’s or such Related Parties’ 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 the Administrative Agent, the Collateral Agent or any Agent such Related Parties for any purpose shall, in the reasonable opinion of such the Administrative Agent or the Collateral Agent, respectively, be insufficient or become impaired, such the Administrative Agent or Collateral Agent, as applicable, 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. The agreements in this Section 12.7 9.09 shall survive the payment of the Loans and all other amounts payable hereunderObligations.

Indemnification. The Lenders agree to Each LC Participant and Related Committed Purchaser shall indemnify each Agent and hold harmless the Administrator (but solely in its capacity as such Administrator) and the LC Bank and their respective officers, directors, employees, representatives and agents (to the extent not reimbursed by the Credit Parties Seller, the Servicer or any Originator and without limiting the obligation of the Credit Parties Seller, the Servicer, or any Originator to do so), ratably according to their respective portions of the Total Credit Exposure in effect (based 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), its Commitment) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitssettlements, costs, expenses or 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, the LC Bank or such Person as finally determined by a final 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 its Pro Rata Shares, promptly upon demand demand, for its ratable share any out of any costs or out-of-pocket expenses (including attorneys’ feesAttorney Costs) 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 of, its rights or and responsibilities under, 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to 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 of the Total Credit Exposure in effect immediately prior to such date)Lender’s Pro Rata Share, 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 whatsoever that which may at any time (including without limitation 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 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 Person11.7. 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’ 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 Credit 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 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 misconductBorrower Parties. The agreements in this Section 12.7 11.7 shall survive the termination of the Commitments, payment of all of the Loans Obligations hereunder and all under the other amounts payable hereunderLoan Documents or any documents contemplated by or referred to herein or therein, as well as the resignation or replacement of any Agent.

Indemnification. The Lenders agree (a) CWEI agrees to indemnify each Agent in its capacity as such and hold harmless the Participants (each, an “Indemnified Person”) 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 all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorneys’ fees) paid or incurred in connection with or resulting from any and all liabilitiesclaims, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses actions or disbursements demands against such Indemnified Person that arise out 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 relate to or arising out are incidental to the Tax Partnership, the Designated Property or the business or affairs of the CommitmentsTax Partnership that occurs prior to the termination of this Agreement; provided, however, that this indemnity shall not extend to (i) any bad faith, willful misconduct, or gross negligence of such Indemnified Person, or (ii) the failure of such Indemnified Person to perform any of its obligations under this Agreement, including without limitation obligations set forth in Sections 5.01, 5.04, and 5.06. THE PARTIES INTEND THAT THE INDEMNIFIED PERSONS BE INDEMNIFIED PURSUANT TO THIS AGREEMENT FROM LIABILITY FOR THEIR OWN SOLE, PARTIAL OR CONCURRENT NEGLIGENCE. (b) The indemnification rights contained in this Section 8.11 shall be cumulative of and in addition to any and all other rights, remedies and recourses to which any Indemnified Person or their respective heirs, personal representatives, successors and assigns shall be entitled, whether pursuant to some other provisions 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 this Agreement, at law or in connection with any of the foregoing, provided that no Lender equity. (c) CWEI 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 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 advance to any liabilitiesIndemnified Person all reasonable fees, 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 and expenses (including attorneys’ fees) incurred by such Agent fees and related costs), of defending any claim, action or demand that arises out of or in connection with the preparation, execution, delivery, administration, modification, amendment any way relates to 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, is incidental to the extent that such Agent is not reimbursed for such expenses by Tax Partnership, the Designated Property, business or on behalf affairs of the Borrower, provided Tax Partnership that occurs during any period in which 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 Indemnified Person is an employee 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 furnishedCWEI; provided, that such Indemnified Person agrees in no writing to repay to the Tax Partnership all such advances in the event shall this sentence require any Lender that it is finally determined that such Indemnified Person is not entitled to indemnify any Agent against any liabilityindemnification hereunder with respect to such claim, obligation, loss, damage, penalty, action, judgment, suit, cost, expense action 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunderdemand.

Indemnification. The Lenders agree to 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 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 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 misconductTrust 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 hereunderTrustee Bank.

Indemnification. The Each of the Lenders agree agrees to indemnify each Agent in its capacity as such and hold the Agents and the Backup Collateral Manager harmless (to the extent not reimbursed by the Credit Parties and without limiting the obligation or on behalf of the Credit Parties Borrower pursuant 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), Section 15.04 or otherwise) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, attorneys fees and 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 Agent the Agents in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents Agreement or any documents contemplated by other Facility Document or referred to herein or therein or the transactions contemplated hereby or thereby any Related Document or any action taken or omitted by the Administrative Agent Agents under this Agreement or the Collateral Agent under any other Facility Document or in connection with any of the foregoing, Related Document; 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 judgment of a court of competent jurisdictionmisconduct; and 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 Lender shall be required by liable to the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct Collateral Agent for purposes any portion of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (for purposes hereof, “Liabilities”) unless such Liabilities are imposed on, incurred by, or asserted against the Collateral Agent as a result of any kind whatsoever that may action taken, or not taken, by the Collateral Agent at any time occur (including at any time following the payment direction of the Loans), this Section 12.7 applies whether any Administrative Agent or such investigation, litigation or proceeding is brought by any Lender or Lenders, as the case may be, in accordance with the terms and conditions set forth in this Agreement (it being understood and agreed that the Collateral Agent shall be under no obligation to exercise or to honor any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share rights or powers vested in it by this Agreement at the request or direction of any costs of the Lenders (or out-of-pocket other Persons authorized or permitted under the terms hereof to make such request or give such direction) pursuant to this Agreement or any of the other Facility Documents, unless such Lenders shall have provided to the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses (including attorneys’ feesreasonable and documented attorney’s fees and expenses) and Liabilities which might reasonably be incurred by it in compliance with such Agent in connection with the preparationrequest or direction, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings such indemnity is provided under this Section 12.04 or otherwise) of, ). The rights of the Agents and obligations of the Lenders under or legal advice rendered in respect pursuant to this Section 12.04 shall survive the termination of rights or responsibilities under, this Agreement, any other Credit Document, and the earlier removal 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 resignation 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. (a) The Lenders agree to 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 soor any Affiliate thereof), ratably according to their respective portions of the Total Credit Exposure Percentages 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)under this subsection 9.7, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind 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 (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 (i) such Agent’s gross negligence or willful misconduct (as determined by a final judgment of a court of competent jurisdiction; provided, further, that no action taken jurisdiction in a final nonappealable decision) or (ii) claims made or legal proceedings commenced against such Agent by the Administrative Agent any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders its capacity as such. All amounts due under this subsection 9.7 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 payable not later than three Business Days after 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 misconducttherefor. The agreements in this Section 12.7 subsection 9.7(a) shall survive the payment of the Loans and all other amounts payable hereunder. (b) Any Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document (except actions expressly required to be taken by it hereunder or under the Loan Documents) unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Indemnification. The Lenders agree to indemnify each Agent in its capacity as such To the maximum extent permitted by applicable law, the Indemnitees are and shall be indemnified and held harmless by the Company (to the extent not reimbursed by the Credit Parties of its assets) 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), each Series from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities (joint and/or several), expenses, judgments, fines, settlements and other amounts arising from any and all claims (including legal fees and expenses, which are “extraordinary expenses” herein, as such fees and expenses are incurred), demands, actions, judgmentssuits or proceedings (civil, suitscriminal, costsadministrative or investigative) in which they may be involved, expenses as a party or disbursements otherwise, by reason of any kind whatsoever that may at any time (including at any time following the payment their management of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out affairs of the CommitmentsCompany or any Series, rendering of advice or consultation with respect thereto, or that relate to the Company, its business, any Series or its affairs, whether or not they continue to be such at the time any such liability or expense is paid or incurred, provided that such actions or failures to act are not finally adjudicated by a court of competent jurisdiction to have constituted gross negligence or a willful violation of law by such Indemnitee; provided however, that to the extent that the indemnification obligation relates to a particular Series, such obligation shall be enforceable against the assets of such Series only and not against any other assets of the Company generally or any other Series. In addition, the Company will pay the expenses of each Indemnitee in defending a civil, criminal, administrative or investigative demand, action, suit or proceeding in advance of the final disposition thereof, provided the Indemnitee agrees to repay such expenses if the Indemnitee is specifically and finally found by a court of competent jurisdiction not to be entitled to indemnification. The Manager may execute any power granted, or perform any duty imposed in, this AgreementAgreement either directly or through agents. The Manager may consult with counsel, accountants, appraisers, management consultants, investment bankers and other consultants selected by the Manager. An opinion by any of consultant on a matter that the other Credit Documents Manager believes to be within such consultant’s professional or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or expert competence will be full and complete protection for any action taken or omitted by the Administrative Agent or Manager in good faith based on the Collateral Agent under or in connection with any of opinion. Notwithstanding 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 judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent nothing 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) this Agreement shall be deemed to constitute gross negligence waive or willful misconduct for purposes of this Section 12.7. In limit any right that the case of any investigationCompany, 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 a Series 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 Member 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunderhave under federal securities laws.

Indemnification. The Lenders agree to 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 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 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 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 misconductmisconduct (as determined by a final judgment of court of competent jurisdiction). The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

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 Holdings or the Borrower, Borrowers; 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 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 misconductmisconduct 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 Borrower, the Manager and the Servicer (if the Manager and the Servicer are Affiliates of the Borrower) agree, jointly and severally, to indemnify reimburse and indemnify, defend and hold harmless each Agent of the Paying Agent, the Back-Up Servicer and the Transition Manager, in each case, in its capacity as such individual and representative capacities, and its officers, directors, agents and employees (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), from and “▇▇▇▇▇ Fargo Indemnified Parties”) against any and all fees, costs, damages, losses, suits, claims, judgments, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the reasonable and documented fees and expenses of counsel) or disbursements of any kind whatsoever that may at any time (including at any time following the payment and nature whatsoever, regardless of the Loans) merit, which may be imposed on, incurred by or demanded, claimed or asserted against an Agent any of them in any way directly or indirectly relating to or arising out of the Commitments, or in connection with this Agreement, any of the other Credit Documents Agreement or any documents contemplated by other Transaction Document or referred to herein any other document delivered in connection herewith or therein therewith or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent thereby, or the Collateral Agent under enforcement of any of the terms hereof or thereof or of any such other documents, including in connection with any enforcement (including any action, claim or suit brought) by any ▇▇▇▇▇ Fargo Indemnified Party of its rights hereunder or thereunder (including rights to indemnification), provided, that none of the foregoingBorrower, provided that no Lender the Servicer or the Manager shall be liable for any of the foregoing to an Agent for the payment of any portion of such liabilitiesextent arising from the gross negligence, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct or bad faith of the Paying Agent, the Back-Up Servicer and the Transition Manager, as applicable, as determined by a the final 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 (longer subject to appeal 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 review. 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. The agreements in this Section 12.7 9.5 shall survive the payment discharge, termination or assignment of this Agreement or any related agreement or the earlier of the Loans resignation or removal of the Paying Agent, the Back-Up Servicer and all the Transition Manager, as applicable. This Section 9.5 shall not apply with respect to Taxes other amounts payable hereunderthan any Taxes that represent losses, liabilities, claims and damages arising from any non-Tax Proceeding. The ▇▇▇▇▇ Fargo Parties’ expenses are intended as expenses of administration.

Indemnification. The Each of the Lenders agree agrees to indemnify each Agent in its capacity as such and hold the Agents harmless (to the extent not reimbursed by the Credit Parties and without limiting the obligation or on behalf of the Credit Parties Borrower pursuant 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), Section 16.04 or otherwise) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demands, charges, costs, expenses (including, without limitation, fees and expenses of agents, experts or attorneys) 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 Agent the Agents in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents Agreement or any documents contemplated by other Facility Document or referred to herein or therein or the transactions contemplated hereby or thereby any Related Document or any action taken or omitted by the Administrative Agent Agents under this Agreement or the Collateral Agent under any other Facility Document or in connection with any of the foregoing, Related Document; 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, demands, charges, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct; and 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 Lender shall be required by liable to the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct Collateral Agent for purposes any portion of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demands, charges, costs, expenses or disbursements (for purposes hereof, “Liabilities”) unless such Liabilities are imposed on, incurred by, or asserted against the Collateral Agent as a result of any kind whatsoever that may action taken, or not taken, by the Collateral Agent at any time occur (including at any time following the payment direction of the Loans), this Section 12.7 applies whether any Administrative Agent or such investigation, litigation or proceeding is brought by any Lender or Lenders, as the case may be, in accordance with the terms and conditions set forth in this Agreement (it being understood and agreed that the Collateral Agent shall be under no obligation to exercise or to honor any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share rights or powers vested in it by this Agreement at the request or direction of any costs of the Lenders (or out-of-pocket other Persons authorized or permitted under the terms hereof to make such request or give such direction) pursuant to this Agreement or any of the other Facility Documents, unless such Lenders shall have provided to the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses (including reasonable and documented fees and expenses of agents, experts and attorneys’ fees) and Liabilities which might reasonably be incurred by it in compliance with such Agent in connection with the preparationrequest or direction, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings such indemnity is provided under this Section 12.04 or otherwise) of, ). The rights of the Agents and obligations of the Lenders under or legal advice rendered in respect pursuant to this Section 12.04 shall survive the termination of rights or responsibilities under, this Agreement, any other Credit Document, and the earlier removal 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 resignation 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Lenders agree To the fullest extent possible permitted by law, Contractor assumes liability for and agrees, at the Contractor’s sole cost and expense, to indemnify each Agent in its capacity as such promptly and fully indemnify, defend (to with counsel reasonably approved by County) (even if the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do soallegations are false, fraudulent, or groundless), ratably according to their respective portions of and hold harmless the Total Credit Exposure in effect on the date on which indemnification is sought County and its authorized officers, employees, agents and volunteers (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), Indemnitees) from and against any and all liabilitiesclaims (including claims against the County seeking compensation for labor performed or materials used or furnished to be used in the work or alleged to have been furnished on the project, obligationsincluding all incidental or consequential damages resulting to the County from such claims), allegations, actions, suits, arbitrations, administrative proceedings, regulatory proceedings, or other legal proceedings, demands, losses, costs, damages, judgments, liens, stop notices, penalties, actionsanticipated losses of revenue and/or liability, judgmentsand expenses (including, suitsbut not limited to, costsany fees of accountants, expenses attorneys, experts or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loansother professionals, or investigation expenses) be imposed onarising out of, incurred by resulting from, or asserted against an Agent in any way relating (either directly or indirectly) related to the contract, the work, the project or arising out any breach of the CommitmentsContract by Contractor (or any of its officers, this Agreementagents, employees, subcontractors, or any person performing any of the other Credit Documents work, or from any documents contemplated by cause whatsoever, including the acts, errors or referred to herein omissions of any person and for any costs or therein or the transactions contemplated hereby or thereby or any action taken or omitted expenses incurred by the Administrative Agent Indemnitees on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of indemnitees. The Contractor’s indemnification obligation applies to the Collateral Agent under Indemnitee’s “passive” negligence but does not apply to the Indemnitee’s “sole” or “active” negligence or “willful misconduct” within the meaning of Civil Code section 2782 provided such “active” negligence or “willful misconduct” is determined by agreement of the parties or by findings of a court. In instances where an Indemnitee’s “active” negligence accounts for only a percentage of the liability for the claim involved, the obligation of the Contractor will be for that entire percentage of liability for the claim not attributable to the “active” negligence or “willful misconduct” of the Indemnitees. The County shall be consulted with regard to any proposed settlement. The duty of the Contractor to indemnify and hold harmless the Indemnitees includes the separate and independent duty to defend the Indemnitees, which duty arises immediately upon receipt by Contractor of the tender of any claim from the County. The Contractor’s obligation to defend the County shall be at Contractor’s sole expense, and not be excused because of the Contractor’s inability to evaluate liability or because the Contractor evaluates liability and determines that the Contractor is not liable. The duty to defend shall apply whether or not a claim has merit or is meritless, or which involves claims or allegations that any or all of the Indemnitees were actively, passively, or concurrently negligent, or which otherwise asserts that the Indemnitees are responsible, in whole or in connection part, for any claim. The Contractor shall respond within thirty (30) calendar days to the tender of any claim for defense and/or indemnity by the County, unless the County agrees in writing to an extension of this time. The defense provided to the Indemnitees by Contractor shall be by well qualified, adequately insured, and experienced legal counsel acceptable to the County Counsel. It is the intent of the parties to the Contract that the Contractor and its subcontractors of all tiers shall provide the Indemnitees with the broadest defense and indemnity permitted by law. In the event that any of the foregoingdefense, provided indemnity, or hold harmless provisions are found to be ambiguous, or in conflict with one another, it is the parties’ intent that no Lender the broadest and most expansive interpretation in favor of providing defense and/or indemnity to the Indemnitees be given effect. Contractor shall be liable to an Agent for the payment of any portion of such liabilitiesensure, 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 judgment of a court of competent jurisdiction; provided, furtherwritten subcontract agreement, that no action taken by each of Contractor’s subcontractors of every tier shall protect, defend, indemnify and hold harmless the Administrative Agent Indemnitees with respect to all claims arising out, in accordance with connection with, or in any way related to each such subcontractor’s work in the directions of same manner in which Contractor is required to protect, defend, indemnify, and hold 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 12.7Indemnitees harmless. In the case event Contractor fails to obtain such defense and indemnity obligations from its subcontractors as required herein, Contractor agrees to be fully responsible to the Indemnitees according to the terms 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. Contractor’s indemnification and defense obligations set for in this Section 12.7 applies whether are separate and independent from the insurance requirements and do not limit, in any such investigationway, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoingapplicability, 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) ofscope, or legal advice rendered obligations set forth in such insurance requirements. The purchase of insurance by the Contractor with 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 obligations required herein 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 be construed as fulfillment or disbursement in excess discharge of such Lenderobligations. Contractor’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. The agreements in obligations under this Section 12.7 are binding on Contractor’s and its subcontractors’ successors, heirs and assigns and shall survive the payment completion of the Loans and all other amounts payable hereunderwork or termination of the Contractor’s performance of the work.

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to 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 any 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 of the Total Credit Exposure in effect immediately prior to such date)Lender’s Pro Rata Share, 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 whatsoever that which may at any time (including without limitation 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 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 Person11.7. 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’ 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 Credit 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 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 misconductBorrower Parties. The agreements in this Section 12.7 11.7 shall survive the termination of the Commitments, payment of all of the Loans Obligations hereunder and all under the other amounts payable hereunderLoan Documents or any documents contemplated by or referred to herein or therein, as well as the resignation or replacement of any Agent.

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to 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 any 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 of the Total Credit Exposure in effect immediately prior to such date)Lender’s Pro Rata Share, 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 whatsoever that which may at any time (including without limitation 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 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 Person12.07. 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’ 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 Credit 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 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 misconductBorrower Parties. The agreements in this Section 12.7 12.07 shall survive the termination of the Commitments, payment of all of the Loans Obligations hereunder and all under the other amounts payable hereunderLoan Documents or any documents contemplated by or referred to herein or therein, as well as the resignation or replacement of any Agent.

Indemnification. The Lenders agree (a) To the fullest extent permitted by law, the Fund shall, subject to Section 8(c) of this Agreement, indemnify the Adviser (including for this purpose each Agent in its capacity as such (to officer, director, shareholder, partner, owner, member, manager, principal, employee or agent of, or any person who controls, is controlled by or is under common control with, the extent not reimbursed by the Credit Parties Adviser, and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of executors, heirs, assigns, successors or other legal representatives (each such person, including the Total Credit Exposure in effect on the date on which indemnification is sought (orAdviser, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in fullbeing referred to as an “indemnitee”)) against all losses, 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, lossesclaims, damages, penaltiesliabilities, actionscosts and expenses arising from any act or omission by reason of being or having been Adviser to the Fund, 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 the Fund’s business, affairs or assets, or the past or present performance of services to the Fund in accordance with this Agreement by the indemnitee, except to the extent that the loss, claim, damage, liability, cost or expense has been finally determined in a judicial decision on the merits from which no further appeal may be taken in any action, suit, investigation or other proceeding to have been incurred or suffered by the indemnitee by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the foregoingAdviser’s duties or obligations under this Agreement or otherwise as Adviser of the Fund. These losses, provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, lossesclaims, damages, liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, actionsand counsel fees and expenses, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final 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 preparationdefense or disposition of any action, executionsuit, deliveryinvestigation or other proceeding, administrationwhether civil or criminal, modificationbefore any judicial, amendment arbitral, administrative or enforcement (whether through negotiationslegislative body, legal proceedings in which the indemnitee may be or may have been involved as a party or otherwise) of, or legal advice rendered with which such indemnitee may be or may have been threatened, during the duration of this Agreement or thereafter. The rights of indemnification provided under this Section 8 are not to be construed so as to provide for indemnification of an indemnitee for any liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on persons that act in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, good faith) to the extent (but only to the extent) that such Agent is not reimbursed for such expenses indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 8. (b) Expenses, including counsel fees and expenses, incurred by any indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties) may be paid from time to time by the Fund in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the Borrowerindemnitee to repay to the Fund amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 8(a) of this Agreement, provided so long as (i) the indemnitee provides security for the undertaking, (ii) the Fund is insured by or on behalf of the indemnitee against losses arising by reason of the indemnitee’s failure to fulfill his, her or its undertaking, or (iii) a majority of the trustees (each, a “Trustee,” and collectively, the “Trustees”) of the Fund who are not “interested persons” (as that such reimbursement by term is defined in the Lenders shall not affect 1940 Act) of the Borrower’s continuing reimbursement obligations with respect thereto. If Fund (“Independent Trustees”) (excluding any indemnity furnished Trustee who is or has been a party 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, other action, judgment, suit, costinvestigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement) or independent legal counsel in a written opinion determines based on a review of readily available facts (as opposed to a full trial-type inquiry) that reason exists to believe that the indemnitee ultimately shall be entitled to indemnification. (c) As to the disposition of any action, suit, investigation or other proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication or a decision on the merits by a court, or by any other body before which the proceeding has been brought, that an indemnitee is liable to the Fund or its Shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Adviser’s duties or obligations under this Agreement or otherwise as the Adviser of the Fund, indemnification shall be provided in accordance with Section 8(a) of this Agreement if (i) approved as in the best interests of the Fund by a majority of the Independent Trustees (excluding any Trustee who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the indemnitee acted in good faith and in the reasonable belief that the actions were in the best interests of the Fund and that the indemnitee is not liable to the Fund or its Shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Adviser’s duties or obligations under this Agreement or otherwise as the Adviser of the Fund or (ii) the Trustees secure a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) to the effect that indemnification would not protect the indemnitee against any liability to the Fund or its Shareholders to which the indemnitee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Adviser’s duties or obligations under this Agreement or otherwise as the Adviser of the Fund. (d) Any indemnification or advancement of expenses made in accordance with this Section 8 shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification or disbursement advancement of expenses to be liable to the Fund or its Shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Adviser’s duties or obligations under this Agreement or otherwise as Adviser of the Fund. In any suit brought by an indemnitee to enforce a right to indemnification under this Section 8 it shall be a defense that, and in excess any suit in the name of the Fund to recover any indemnification or advancement of expenses made in accordance with this Section 8 the Fund shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the indemnitee has not met the applicable standard of conduct described in this Section 8. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 8, the burden of proving that the indemnitee is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 8 shall be on the Fund (or on any Shareholder acting derivatively or otherwise on behalf of the Fund or its Shareholders). (e) An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 8 or to which he, she or it may otherwise be entitled except out of the assets of the Fund, and no Shareholder shall be personally liable with respect to any such Lender’s pro rata portion thereof; and claim for indemnification or advancement of expenses. (f) The rights of indemnification provided further, in this sentence Section 8 shall not be deemed exclusive of or affect any other rights to require which any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense person may be entitled by contract or disbursement resulting from such Agent’s gross negligence or willful misconductotherwise under law. The agreements Nothing contained in this Section 12.7 8 shall survive affect the payment power of the Loans Fund to purchase and all other amounts payable hereundermaintain liability insurance on behalf of the Adviser or any indemnitee.

Indemnification. The Lenders severally agree to 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 occur (including at any time following the payment of the Loans) 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 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 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 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 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder12.

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to 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 of the Total Credit Exposure in effect immediately prior to such date)Lender’s Pro Rata Share, 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 whatsoever that may at any time (including without limitation 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 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 Person11.7. 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’ 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 Credit 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 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 misconductBorrower Parties. The agreements in this Section 12.7 11.7 shall survive the termination of the Commitments, payment of all of the Loans Obligations hereunder and all under the other amounts payable hereunderLoan Documents or any documents contemplated by or referred to herein or therein, as well as the resignation or replacement of any Agent.

Indemnification. The Lenders agree Notwithstanding anything to 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 taking or continuing to take any action. Each Bank agrees to indemnify each the 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 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 expenses, 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 foregoing, Notes; 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 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Lenders agree to 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 Borrower and without limiting the obligation of 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 whether before or after the payment of the Loans) be imposed on, incurred by or asserted against an such 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 such Agent or the Collateral Agent Issuing Bank 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 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 misconduct. The failure of any Lender to reimburse any Agent or Issuing Bank, as determined by a final 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 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 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 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 misconductamount. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Lenders agree to indemnify each the Agent in its capacity as such such, any sub-agent thereof, the L/C Issuer and any Related Party, 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 Applicable 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 of such Lender shall have been paid assigned (but which indemnified claims relate to actions or inactions prior to such assignment) or the date upon which the Obligations shall have been Paid in fullFull, ratably in accordance with their respective portions of the Total Credit Exposure in effect such Applicable Percentages 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 the Agent, any sub-agent thereof, the L/C Issuer and their Related Parties 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 Agent, any sub-agent thereof, the Collateral Agent L/C Issuer and their Related Parties 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 that are found by a final judgment and nonappealable decision of a court of competent jurisdiction; provided, further, that no action taken by jurisdiction to have resulted from 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 AgreementAgent’s, any other Credit Documentsub-agent’s, 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 BorrowerL/C Issuer’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 their Related Parties’ gross negligence or willful misconduct. The agreements in this Section 12.7 shall survive the payment of the Loans Obligations and all other amounts payable hereunder.

Indemnification. The Lenders agree to indemnify each Agent in its capacity as such (to a) To the extent the Administrative Agent (or any affiliate thereof) is not reimbursed and indemnified by the Credit Parties Company, the Lenders will reimburse and without limiting indemnify the obligation of the Credit Parties to do soAdministrative Agent (and any affiliate thereof), ratably according in proportion to their respective portions “percentage” as used in determining the Required Lenders (determined by the Lenders share of the Total Credit Exposure in effect on aggregate outstanding Loans at 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 datetime), from for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever kind or nature (including, without limitation, any kind whatsoever that customary indemnifications provided to a deposit account bank pursuant to a “control agreement” referred to in the Security Agreement) 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 performing its respective duties hereunder or under any other Credit Document, (including with respect to any agreements or other instruments referred to herein or therein) or 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 or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing, 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) bad faith, gross negligence or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction; provided, further, that no ). (b) The Administrative Agent (and any affiliate thereof) shall be fully justified in failing or refusing to take any action hereunder and under any other Credit Document (except actions expressly required to be taken by the Administrative Agent in accordance with the directions of the Required Lenders (it hereunder or such other number or percentage of the Lenders as shall be required by under the Credit Documents) unless it shall first be deemed indemnified 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 satisfaction 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 pro rata against any and all liability, obligation, loss, damage, penalty, cost and expense that it may incur by reason of taking or continuing to take any such 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to 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 or disbursements of any kind whatsoever that which may at any time (including without limitation 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 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 Person. 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 misconductBorrower Parties. The agreements in this Section 12.7 shall survive the termination of the Commitments, payment of all of the Loans and all other amounts payable hereunderObligations under the Loan Documents or any documents contemplated by or referred to therein, as well as the resignation or replacement of Administrative Agent.

Indemnification. The Lenders agree to 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 whether before or after the payment of the Loans) be imposed on, incurred by or asserted against an such 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 such Agent or the Collateral Agent Issuing Bank under or in connection with any of the foregoing; provided, provided further, 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 or Issuing Bank’s gross negligence or willful misconduct misconduct. The failure of any Lender to reimburse any Agent or Issuing Bank, as determined by a final 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 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 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 misconductamount. The agreements in this Section 12.7 8.07 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Notwithstanding anything to the contrary herein contained, the Agent shall be fully justified in failing or refusing to take any action unless it shall first be indemnified to its satisfaction by the Lenders agree 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 taking or continuing to take any action. Each Lender agrees to indemnify each the 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 soBorrower), ratably on a pro-rata basis 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 Commitments, 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 or the transactions contemplated hereby or thereby Financing Agreement or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing, Financing Agreement; 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 expenses, or disbursements resulting from such Agent’s the gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionthe Agent; provided, and provided further, that no action taken by it is the Administrative intention of each Lender to indemnify the Agent in accordance with against the directions consequences of the Required Lenders (Agent’s own negligence, whether such negligence be sole, joint, concurrent, active 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 Personpassive. Without limitation of limiting the foregoing, each Lender shall agrees to reimburse each the Agent promptly upon demand for its ratable share pro-rata share, according to such Lender’s Commitments 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 any Financing Agreement, any other Credit Document, or any document contemplated by or referred to herein, 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Lenders agree to indemnify each the Administrative Agent, 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)their respective Related Parties, ratably according to their respective portions pro rata share of the Total Aggregate Credit Facility 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 dateexcluding Swing Loans), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind whatsoever that may at any time (including including, without limitation, at any time following the payment of the LoansObligations) be imposed on, incurred by or asserted against an the Administrative Agent, the Collateral Agent or such Related Parties in any way relating to or arising out of the Commitmentsthis Agreement or any other Loan Document, 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 to be taken by the Administrative Agent or Agent, the Collateral Agent or such Related Parties under or in connection with any of the foregoing, provided but only to the extent that any of the foregoing is not paid by the Parent Borrower; provided, however, that no Lender shall be liable to an the Administrative Agent, the Collateral Agent or any of their respective Related Parties 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, the Collateral Agent’s or such Related Parties’ 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 the Administrative Agent, the Collateral Agent or any Agent such Related Parties for any purpose shall, in the reasonable opinion of such the Administrative Agent or the Collateral Agent, respectively, be insufficient or become impaired, such the Administrative Agent or Collateral Agent, as applicable, 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. The agreements in this Section 12.7 9.09 shall survive the payment of the Loans and all other amounts payable hereunderObligations.

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 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 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 misconductmisconduct 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 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 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 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 misconductamount. The agreements in this Section 12.7 9.07 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Lenders agree to severally indemnify each Agent and each Letter of Credit Issuer, in its capacity their respective capacities as such (to the extent not reimbursed by the Credit Parties and without limiting the any express obligation of the Credit Parties to do soso pursuant to the terms of the Credit Documents), 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 or Letter of Credit Issuer, as the case may be, 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 or a Letter of Credit Issuer, as the case may be, under or in connection with any of the foregoing, ; provided that no Lender shall be liable to an Agent or Letter of Credit Issuer 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 or such Letter of Credit Issuer’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, Borrowers; 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 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 misconductmisconduct 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, partners, representatives, assigns, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree to Whether or not the transactions contemplated hereby are consummated, the Holders shall indemnify upon demand by each Agent in its capacity as such Agent-Related Person (to the extent not reimbursed by the or on behalf of any Credit Parties Party and without limiting the obligation of the any Credit Parties Party to do so)) acting as the Collateral Agent, ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (orpro rata, 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), 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 whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, Indemnified Liabilities 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, it; provided that no Lender Purchaser 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 Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct misconduct, as determined by a the final non-appealable judgment of a court of competent jurisdiction; provided, further, provided 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) Holders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.710.7. 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)Indemnified Liabilities, this Section 12.7 10.7 applies whether any such investigation, litigation or proceeding is brought by any Lender Purchaser or any other Person. Without limitation of the foregoing, each Lender Purchaser shall reimburse each the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ feesattorney fees and costs) incurred by such Agent the Collateral Agent, as the case may be, 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 Operative Document, or any document contemplated by or referred to herein, to the extent that such Agent the Collateral Agent, as the case may be, 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 Credit Parties and cease, or not commence, without limiting their obligation 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 misconductso. The agreements undertaking in this Section 12.7 10.7 shall survive the payment in full of the Loans Obligations and all other amounts payable hereunderthe resignation of the Collateral Agent, as the case may be.

Indemnification. The Lenders agree to indemnify each Agent Notwithstanding the existence of any insurance provided for in its capacity as such (ARTICLE XIII, and without regard to the extent not reimbursed by the Credit Parties policy limits of any such insurance, Lessee will protect, indemnify, save harmless 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), defend Lessor from and against any and all liabilities, obligations, lossesclaims, damages, awards, penalties, actionscauses of action, judgmentscosts and expenses (including, suitswithout limitation, costsreasonable attorneys' fees and expenses), expenses to the extent permitted by law, imposed upon 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 Lessor by reason of: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks, including without limitation any claims of malpractice, (b) any occupancy, use, misuse, non-use, condition, including any environmental conditions caused by Lessee, maintenance or repair by Lessee of the Leased Property, (c) any Impositions (which are the obligations of Lessee to pay pursuant to the applicable provisions of this Lease), (d) any failure on the part of Lessee to in any way relating to perform 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 comply with any of the foregoingterms of this Lease, provided that no Lender and (e) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property (to the extent permitted) to be performed by the Lessee thereunder. Any amounts which become payable by Lessee under this Section shall be liable paid within ten (10) Business Days of receipt by Lessee of Lessor's written demand for such sums, and if not timely paid, shall bear a late charge (to an Agent for the payment of any portion extent permitted by law), at the rate set forth in SECTION 3.5 above, from the date of such liabilitiesdetermination to the date of payment. Lessee, obligationsat its sole cost and expense, lossesshall contest, damagesresist and defend any such claim, penaltiesaction or proceeding asserted or instituted against Lessor, actionsor may compromise or otherwise dispose of the same as Lessee sees fit, judgmentsall at Lessee's sole cost and expense. Nothing herein shall be construed as indemnifying Lessor against its own grossly negligent, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence reckless or willful misconduct as determined by a final judgment or against the acts or omissions of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions any subsequent lessee of the Required Lenders (or such other number or percentage Leased Property in the event of the Lenders as shall be required termination by Lessor of Lessee's right to possession of the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct Leased Property without termination of the Lease. Lessee's liability for purposes a breach of the provisions of this Section 12.7. In Article arising during 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. The agreements in this Section 12.7 Term hereof shall survive the payment any termination of the Loans and all other amounts payable hereunderthis Lease.

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 any 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 any 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, Borrowers; provided that such reimbursement by the Lenders shall not affect 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, as applicable, 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 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 misconductmisconduct 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 and under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, partners, representatives, assigns, controlling persons, employees, trustees, investment advisors and agents and successors.

Indemnification. The Lenders agree To the fullest extent permitted by law, and in addition to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the any liability or obligation of the Credit Parties Contractor to do so)RIOC that may exist under the Contract or by statute or otherwise, ratably according the Contractor hereby agrees to hold harmless, indemnify and defend RIOC, the New York State Urban Development Corporation d/b/a Empire State Development, the Division of Housing and Community Renewal, the State of New York, the City of New York, and any others listed in Schedule B1 and in each and every case, their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought directors, officers, employees, agents, consultants or contractors (orhereinafter, 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 collectively referred to such dateas “Indemnitees”), from and against any damages, costs, claims or liabilities which Indemnitees may sustain as a result of any and all liabilities, obligations, losses, damages, penaltiesinterests, judgments, liens, costs and expenses (including without limitation, reasonable counsel fees and disbursements) claims, demands, suits, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that proceedings which may at any time (including at any time following the payment of the Loans) be imposed on, incurred by made or asserted brought against an Agent Indemnitees in any way relating to or arising out of or relating to the CommitmentsContract or the Services, this Agreementincluding without limitation, any the negligent acts or omissions, willful misconduct or unauthorized acts of the Contractor in the performance of the Services hereunder or of any subcontractor or other Credit Documents entity hired, obtained, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted employed by the Administrative Agent or the Collateral Agent under or Contractor to provide Services in connection with any the Contract. However, the Contractor shall not be obligated to hold harmless, indemnify and defend an Indemnitee to the extent of the foregoingIndemnitee's comparative negligence or willful misconduct. As a condition of the foregoing obligation, provided that no Lender RIOC shall give the Contractor prompt notice of any claim for which indemnification is sought. Indemnitees’ directors, officers, and employees shall not be personally or individually liable to Contractor, and shall be liable to an Agent held harmless, for the payment of any portion of such liabilities, obligationsactions, losses, damages, penaltiesclaims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final 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’ feeswithout limitation, reasonable counsel fees and disbursements) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment any way arising out of 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, relating to the extent Contract or the Services performed pursuant to it. The Contractor agrees that such Agent is not reimbursed for such expenses by or on behalf this Section 13 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. The agreements in this Section 12.7 General Conditions shall survive the payment expiration or termination of the Loans Contract and all other amounts payable hereunderis so noted in the insurance.

Indemnification. The Lenders agree to 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 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 foregoing, Credit); 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 found in a final, non-appealable judgment by a final 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 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunderAgreement.

Indemnification. a. The Lenders agree Service Provider agrees to indemnify and hold harmless MBSC, the Funds, the Funds' investment advisers, the Funds' administrators, and each Agent in its capacity as such (to of their directors, officers, employees, agents and each person, if any, who controls them within the extent not reimbursed by the Credit Parties and without limiting the obligation meaning of the Credit Parties to do so)Securities 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 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 liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities or expenses to which an indemnitee may become subject insofar as those losses, 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, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities or expenses or disbursements resulting from such Agent’s gross actions in respect thereof, arise out of or are based upon (i) the provision of Administrative Services by the Service Provider, (ii) the Service Provider's negligence or willful misconduct as determined in performing the Services, (iii) any breach by a final judgment the Service Provider of any material provision of this Agreement, or (iv) any breach by the Service Provider of a court representation, warranty or covenant made in this Agreement; and the Service Provider will reimburse the indemnitees for any legal or other expenses reasonably incurred in connection with investigating or defending such loss, claim or action. This indemnity agreement will be in addition to any liability which the Service Provider may otherwise have. b. MBSC agrees to indemnify and hold harmless the Service Provider and each of competent jurisdictionits directors, officers, employees, agents and each person, if any, who controls the Service Provider within the meaning of the 1933 Act against any losses, claims, damages, liabilities or expenses to which an indemnitee may become subject insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon (i) any breach by MBSC of any material provision of this Agreement, or (ii) any breach by MBSC of a representation, warranty or covenant made in this Agreement; providedand MBSC will reimburse the indemnitees for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, furtherclaim or action. This indemnity agreement will be in addition to any liability which MBSC may otherwise have. c. Promptly after receipt by an indemnitee under this Section 15 of notice of the commencement of an action, that no action taken by the Administrative Agent indemnitee will, if a claim in respect thereof is to be made against the indemnitor, notify the indemnitor of the commencement thereof in accordance with the directions provisions of Section 16 hereof within seven (7) days after the Required Lenders summons or other first legal process shall have been served, unless within such seven (or 7) days the indemnitor shall have been served in the same action, in which case such other number or percentage of notification may be given within sixty (60) days, provided that the Lenders as shall be required by omission so to notify the Credit Documents) shall be deemed indemnitor will not relieve it from any liability that it may have to constitute gross negligence or willful misconduct for purposes of any indemnitee 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, 15 except to the extent that the indemnitor has been prejudiced in any material respect by such Agent is failure. The omission so to notify the indemnitor will not reimbursed for such expenses by or on behalf of the Borrower, provided relieve it from any liability that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect theretoit may have to any indemnitee otherwise than under this Section 15. If any indemnity furnished such action is brought against any indemnitee and it notifies the indemnitor of the commencement thereof, the indemnitor will be entitled to any Agent for any purpose shallassume the defense thereof with counsel reasonably satisfactory to the indemnitee, and the defendant or defendants in such action entitled to indemnification hereunder shall have the right to participate in the opinion defense or preparation of the defense of any such action. In the event the indemnitor does elect to assume the defense of any such action, and to retain counsel of good standing, the defendant or defendants in such action shall bear the fees and expenses of any additional counsel retained by any of them; but in case the indemnitor does not elect to assume the defense of any such action, the indemnitor will reimburse the indemnitee(s) named a defendant or defendants in such action for the fees and expenses of one single additional counsel agreed upon by them. If the indemnitor assumes the defense of any such action, the indemnitor shall not, without the prior written consent of the indemnitee(s), settle or compromise the liability of the indemnitee(s) in such action, or permit a default or consent to the entry of any judgment in respect thereof, unless in connection with such settlement, compromise or consent each indemnitee receives from such claimant an unconditional release from all liability in respect 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunderclaim.

Indemnification. The Lenders agree to indemnify each Agent in its capacity as such (Whether or not the transactions contemplated hereby are consummated, to the extent the Administrative Agent, Collateral Agent or any other Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent and/or Collateral Agent) (each, an “Agent Indemnitee”) is not timely reimbursed and indemnified by the Credit Parties Borrower, the Lenders will timely reimburse and without limiting indemnify and hold harmless the obligation Administrative Agent, Collateral Agent or any other Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Credit Parties to do so), ratably according Administrative Agent and/or Collateral Agent or otherwise acting in a capacity as a sub-agent for purposes of this Agreement or any other Loan Document) in proportion 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 Pro Rata Share for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, 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, incurred by or asserted against an or incurred at any time by the Administrative Agent, Collateral Agent or any other Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent and/or Collateral Agent) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of the Commitments, 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 other Loan Document (including any action taken or omitted indemnification provided by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing, Loan Document); provided that no Lender shall be liable to an Agent Indemnitee for the payment of any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such AgentAgent Indemnitee’s gross negligence or willful misconduct (as determined by a final 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 12.7a final and non-appealable decision). 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)Indemnified Liabilities, this Section 12.7 9.08 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 timely reimburse each the Administrative Agent and/or Collateral Agent, as applicable, upon demand for its ratable share Pro Rata Share of any costs or out-of-pocket expenses (including attorneys’ feesAttorney Costs) incurred by such the Administrative Agent and/or Collateral Agent, as applicable, 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 hereinherein or in any Loan Document, or in connection with any transaction contemplated hereunder, or in connection with any action taken or omitted to be taken by Administrative Agent, Collateral Agent or Agent-Related Person, as applicable, under or in connection with any of the foregoing including exercising any of the Agents’ powers, rights, and remedies and performing their duties hereunder and thereunder (or omitting to do the same), in each case, to the extent that such the Administrative Agent and/or Collateral Agent, as applicable, is not timely 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; provided, further, that the failure of any Lender to indemnify or reimburse the Administrative Agent or Collateral Agent shall not relieve any other Lender of its obligation in respect thereof. The undertaking in this Section 9.08 shall survive termination of the Loan Documents and Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent and Collateral Agent. If any indemnity furnished to any the Administrative Agent or the Collateral 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Lenders agree to 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 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 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 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 misconductmisconduct (as determined by a final judgment of court of competent jurisdiction). The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunderhereunder and the resignation or removal of any Agent.

Indemnification. (a) The Lenders agree to Bank shall provide Executive (including her heirs, executors and administrators) with coverage under a standard directors' and officers' liability insurance policy at its expense, and shall indemnify each Agent in its capacity as such Executive (and her heirs, executors and administrators) to the fullest extent not reimbursed by the Credit Parties permitted under applicable law against all expenses 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, liabilities reasonably incurred by or asserted against an Agent her in any way relating to connection with or arising out of the Commitmentsany action, this Agreement, any suit or proceeding in which she may be involved by reason of her having been a director or officer of the other Credit Documents Bank (whether or any documents contemplated by not she continues to be a director or referred officer at the time of incurring such expenses or liabilities), such expenses and liabilities to herein or therein or include, but not be limited to, judgments, court costs and attorneys' fees and the transactions contemplated hereby or thereby or any action taken or omitted cost of reasonable settlements (such settlements must be approved by the Administrative Agent Board); provided, however, the Bank shall not be required to indemnify or the Collateral Agent under reimburse Executive for legal expenses or liabilities incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent act committed by Executive. Any such indemnification shall be made consistent with OTS Regulations and Section 18(K) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1828(K), and the regulations issued thereunder in 12 C.F.R. Part 359. (b) Notwithstanding the foregoing, provided that no Lender indemnification shall be liable made unless the Bank gives the OTS at least 60 days' notice of its intention to an Agent for make such indemnification. Such notice shall state the payment facts on which the action arose, the terms of any portion settlement, and any disposition of the action by a court. Such notice, a copy thereof, and a certified copy of the resolution containing the required determination by the Board shall be sent to the Regional Director of the OTS, who shall promptly acknowledge receipt thereof. The notice period shall run from the date of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from receipt. No such Agent’s gross negligence or willful misconduct as determined by a final 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 indemnification shall be required by made if the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes OTS advises the Bank in writing within such notice period, 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 objection 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.[Signatures on next page]

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 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder12.

Indemnification. The Lenders agree to 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 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunderprovisions therein.

Indemnification. The Lenders agree to 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, liabilities and related costs and expenses or disbursements of any kind whatsoever that may at any time (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 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.,

Indemnification. The Lenders agree to severally indemnify each the Administrative Agent in and its capacity as such officers, directors, employees, affiliates, agents, advisors and controlling persons (or its subsidiaries or the respective 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 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 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 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 Revolving 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 Agent’s (i) gross negligence or willful misconduct as determined by a final 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 Indemnitee or (ii) the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect material breach of rights or responsibilities under, such Agent Indemnitee’s obligations 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. 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.

Indemnification. The Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitments hereunder, or if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of its applicable outstanding Loans or participations in L/C Disbursements, as applicable) of any reasonable expenses incurred for the benefit of the Lenders agree to indemnify each Agent in its capacity as such (to by the extent Agents, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Credit Parties Borrower and without limiting (b) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the obligation amount 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)pro rata share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 it in its capacity as Agent or any of them in any way relating to or arising out of the Commitments, 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 other Loan Document or any action taken or omitted by the Administrative Agent it or the Collateral Agent under or in connection with any of them under this Agreement or any other Loan Document, to the foregoing, extent the same shall not have been reimbursed by the Borrower; 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 the gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative such 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 foregoingits directors, each Lender shall reimburse each Agent upon demand for its ratable share of any costs officers, employees 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 misconductagents. The agreements in this Section 12.7 8.05 shall survive the payment resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of any Loans and all other amounts payable hereunder. The term “Lender” shall, to the extent such indemnification obligation arose prior to such party’s resignation, replacement or assignment, for purposes of this Section 8.05, include any Swingline Lender and Issuing Bank.

Indemnification. (a) The Lenders agree to Bank shall provide Executive (including his heirs, executors and administrators) with coverage under a standard directors' and officers' liability insurance policy at its expense, and shall indemnify each Agent in its capacity as such Executive (and his heirs, executors and administrators) to the fullest extent not reimbursed by the Credit Parties permitted under applicable law against all expenses 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, liabilities reasonably incurred by or asserted against an Agent him in any way relating to connection with or arising out of the Commitmentsany action, this Agreement, any suit or proceeding in which he may be involved by reason of his having been a director or officer of the other Credit Documents Bank (whether or any documents contemplated by not he continues to be a director or referred officer at the time of incurring such expenses or liabilities), such expenses and liabilities to herein or therein or include, but not be limited to, judgments, court costs and attorneys' fees and the transactions contemplated hereby or thereby or any action taken or omitted cost of reasonable settlements (such settlements must be approved by the Administrative Agent Board); provided, however, the Bank shall not be required to indemnify or the Collateral Agent under reimburse Executive for legal expenses or liabilities incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent act committed by Executive. Any such indemnification shall be made consistent with OTS Regulations and Section 18(K) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1828(K), and the regulations issued thereunder in 12 C.F.R. Part 359. (b) Notwithstanding the foregoing, provided that no Lender indemnification shall be liable made unless the Bank gives the OTS at least 60 days' notice of its intention to an Agent for make such indemnification. Such notice shall state the payment facts on which the action arose, the terms of any portion settlement, and any disposition of the action by a court. Such notice, a copy thereof, and a certified copy of the resolution containing the required determination by the Board shall be sent to the Regional Director of the OTS, who shall promptly acknowledge receipt thereof. The notice period shall run from the date of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from receipt. No such Agent’s gross negligence or willful misconduct as determined by a final 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 indemnification shall be required by made if the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes OTS advises the Bank in writing within such notice period, 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 objection 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Lenders agree to indemnify the Administrative Agent (or any sub-agent thereof), each other Agent, each Letter of Credit Issuer and each Related Party of any of the foregoing (each, an “Agent in its capacity as such 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 Exposure pro rata share (as defined below) 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)under this Section, 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 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, the Loans, the Letters of Credit, 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 from such Agent’s gross negligence or willful misconduct as determined that are found by a final judgment and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from such Agent Indemnitee’s gross negligence, willful misconduct, bad faith or fraud; provided, provided further, that no action taken by with respect to such unpaid amounts owed to any Letter of Credit Issuer in its capacity as such, or to any Related Party of any of Letter of Credit Issuer acting for such Letter of Credit Issuer in connection with such capacity, only the Administrative Agent in accordance with the directions of the Required Revolving Credit Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be deemed to constitute gross negligence or willful misconduct determined based upon its share of the sum of the total Revolving Credit Exposures, unused Revolving Credit Commitments and, except 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 second proviso of the Loans)immediately preceding sentence, this Section 12.7 applies whether any such investigationthe outstanding Term Loans and unused Term Commitments, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, in 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 case at 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 theretotime. If any indemnity furnished to any Agent Indemnitee for any purpose shall, in the opinion of such AgentAgent Indemnitee, be insufficient or become impaired, such Agent Indemnitee 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 Indemnitee against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereofshare (as defined below) thereof in effect on the date on which indemnification is sought under this Section; and provided further, this sentence shall not be deemed to require any Lender 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 misconductdescribed in the proviso in the immediately preceding sentence. The agreements in this Section 12.7 shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Each Lender agrees (a) to reimburse the Agents and their Related Parties, on demand, in the amount of its pro rata share (based on its Commitments hereunder (or if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of its applicable outstanding Loans and participations in LC Disbursements, as applicable)) of any reasonable expenses incurred for the benefit of the Lenders agree to indemnify each Agent in its capacity as such (to by the extent Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Credit Parties Revolving Borrower and without limiting (b) to indemnify and hold harmless each Agent and any of their Related Parties, on demand, in the obligation amount 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)pro rata share, from and against any and all liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, 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 or asserted against an it in its capacity as Agent or any of them in any way relating to or arising out of the Commitments, 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 other Loan Document or any action taken or omitted by the Administrative Agent it or the Collateral Agent under or in connection with any of them under this Agreement or any other Loan Document, to the foregoingextent the same shall not have been reimbursed by the Revolving Borrower, provided that no Lender shall be liable to an Agent or any of their Related Parties 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 the gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative such Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders Related Party, 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunderbe.

Indemnification. The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Lessee will protect, indemnify, hold harmless and defend Lessor Indemnified 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, lossesclaims, damages, penalties, actionscauses of action, judgmentscosts and expenses (including, suitswithout limitation, costsreasonable attorneys' fees and expenses) to the extent permitted by law, expenses EXCLUDING THOSE RESULTING FROM A LESSOR INDEMNIFIED PARTY'S NEGLIGENCE OR WILLFUL MISCONDUCT, imposed upon 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 Lessor Indemnified Parties by reason of: (a) any way relating accident, injury to or death of persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks during the Term, including without limitation any claims under liquor liability, "dram shop" or similar laws, (b) any present or future use, misuse, non-use, condition, management, maintenance or repair by Lessee or any of its agents, employees or invitees of the Leased Property or Lessee's Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which a Lessor Indemnified Party is made a party or participant related to such use, misuse, non-use, condition, management, maintenance, or repair thereof by Lessee or any of its agents, employees or invitees, including any failure of Lessee or any of its agents, employees or invitees to perform any obligations under this Lease or imposed by applicable law (other than arising out of Condemnation proceedings and save and except any capital improvements mandated by law which shall be the Commitmentsresponsibility of Lessor), (c) any Impositions that are the obligations of Lessee pursuant to the applicable provisions of this AgreementLease, (d) any failure on the part of the other Credit Documents Lessee to perform 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 comply with any of the foregoingterms of this Lease on the part of Lessee to be performed or complied with, provided that no Lender shall be liable to an Agent for and (e) the payment nonperformance of any portion of such the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by the landlord thereunder. Lessor shall indemnify, save harmless and defend Lessee Indemnified Parties from and against all liabilities, obligations, lossesclaims, damages, penalties, actionscauses of action, judgments, suits, costs, costs and expenses imposed upon or disbursements resulting from such Agent’s gross incurred by or asserted against Lessee Indemnified Parties as a result of (a) the negligence or willful misconduct as determined by a final 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 Lessor Indemnified Party arising in connection with this Lease or (b) any failure on the preparation, execution, delivery, administration, modification, amendment part of the Lessor to perform or enforcement comply with any of the terms of this Lease or (whether through negotiations, legal proceedings c) any events occurring subsequent to the expiration or earlier termination of this Lease. Any amounts that become payable by an Indemnifying Party under this Section shall be paid within ten days after liability therefor on the part of the Indemnifying Party is determined by litigation or otherwise) of, or legal advice rendered in respect of rights or responsibilities underand if not timely paid, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, shall bear a late charge (to the extent that permitted by law) at the Overdue Rate from the date of such Agent is not reimbursed for determination to the date of payment. Any such expenses amounts shall be reduced by or on behalf insurance proceeds received and any other recovery (net of the Borrower, provided that such reimbursement costs) obtained by the Lenders Indemnified Party. An Indemnifying Party, at its expense, shall not affect contest, resist and defend any such claim, action or proceeding asserted or instituted against the Borrower’s continuing reimbursement obligations with respect theretoIndemnified Party. If The Indemnified Party, at its expense, shall be entitled to participate 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, penaltyclaim, action, judgmentor proceeding, suitand the Indemnifying Party, costat its expense, expense or disbursement shall be entitled to participate in excess of any 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, penaltyclaim, action, judgmentor proceeding, suitand the Indemnifying Party may not compromise or otherwise dispose of the same without the consent of the Indemnified Party, cost, expense which may not be unreasonably withheld. Nothing herein shall be construed as indemnifying a Lessor Indemnified Party against its own negligent acts or disbursement resulting from such Agent’s gross negligence omissions or willful misconduct. The agreements in Lessee's or Lessor's liability for a breach of the provisions of this Section 12.7 Article shall survive the payment any termination of the Loans and all other amounts payable hereunderthis Lease.

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, 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 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 misconductmisconduct 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) If after receipt of any payment of all, or any part of, the Indebtedness, the Agent or any Lender is, for any reason, compelled to surrender such payment to any Person because such payment is determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, or for any other reason, the Loan Documents shall continue in full force and Borrower shall be liable, and shall indemnify and hold the Agent, L/C Issuer and Lenders harmless for, the amount of such payment surrendered. The provisions of this Section shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent, L/C Issuer or any Lender in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Agent’s, L/C Issuer’s or any Lender’s rights under the Loan Documents and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this Section 14.15(a) shall survive the termination of this Agreement and the Loan Documents. (b) Borrower agrees to indemnify, defend, and hold harmless the Agent, L/C Issuer and the Lenders agree from, and against, any and all liabilities, claims, damages, penalties, expenditures, losses, or charges, including reasonable counsel fees remedial response, removal, restoration, or permit acquisition undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Agent, L/C Issuer or any Lender as a result of the presence of, Release of, or threatened Release of Hazardous Substances on, in, or under the property owned, leased, or operated by Borrower or any Consolidated Subsidiary, except (i) with respect to indemnify each Agent in its capacity releases of Hazardous Substances as a result of such Lenders’, L/C Issuer’s or Agent’s acts or omissions (ii) to the extent not reimbursed such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the Credit Parties and without limiting the obligation negligence or willful misconduct of the Credit Parties to do so)Agent, ratably according to their respective portions L/C Issuer, the Lenders, and any related parties. The liability of Borrower under the covenants of this Section 14.15(b) shall survive repayment 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 Indebtedness or any transfer or termination of this Agreement regardless of the Total Credit Exposure in effect immediately prior means of such transfer or termination. Borrower further agrees that neither the Agent, L/C Issuer nor any Lender has a duty to such date)warn Borrower or any other person or entity about any actual or potential environmental contamination or other problem that may have become apparent, from or will become apparent, to the Agent or any Lender. (c) Borrower agrees to pay, indemnify, and against hold the Agent, L/C Issuer and Lenders harmless from, and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, 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 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 reasonable counsel fees and disbursements in connection with any litigation, investigation, hearing, or other proceeding but excluding Excluded Taxes) with respect to (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the foregoingTransactions and the other transactions contemplated hereby, provided that no Lender shall be liable to an Agent for (ii) the payment use of the proceeds of the loans or the use of any portion Letter of Credit or Bankers’ Acceptance or (iii) any Indemnified Liabilities; provided, that such liabilitiesindemnity shall not be available to any party to the extent that such losses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities or related expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as are determined by a final final, non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by jurisdiction to have resulted from 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 misconductparty. The agreements in this Section 12.7 14.15(c) shall survive the payment repayment of the Loans and all other amounts payable hereunderIndebtedness.

Indemnification. The Lenders agree to Contractor shall indemnify each Agent in and hold harmless SolTrans, its capacity as such (to the extent not reimbursed by the Credit Parties officers, officials, employees 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), volunteers from and against all actions, causes of actions, damages, costs, liabilities, claims, losses, judgments, penalties and expenses of every type and description, including without limitation any fees and/or costs reasonably incurred by SolTrans’ staff attorneys or contract attorneys and any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, fees and expenses or disbursements of any kind whatsoever that may at any time incurred in enforcing this provision (including at any time following the payment of the Loans) be imposed onhereafter collectively referred to as “liabilities”), 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 negligent act or omission, misconduct or other legal fault of the foregoingContractor, provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilitiesits officers, obligationsemployees, lossessub-contractors, damages, penalties, actions, judgments, suits, costs, expenses subcontractors or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final 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 agents in connection with the preparationperformance or nonperformance of this Contract, 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 commenceSolTrans accepted or approved any service or work product performed or provided by Contractor hereunder, and whether or not such liabilities are litigated, settled or reduced to do judgment. In the acts indemnified against until such additional indemnity event that a final decision or judgment allocates liability by determining that any portion of damages awarded is furnished; provided, in no event shall this sentence require any Lender attributable 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 SolTrans’ negligence or willful misconduct, SolTrans shall pay the portion of damages which is allocated to SolTrans’ negligence or willful misconduct, provided that SolTrans shall not be liable for any passive negligence of SolTrans, its officers, officials, employees and volunteers in reviewing, accepting or approving any service or work product performed or provided by Contractor. Contractor shall, upon SolTrans’ request, defend with counsel approved by SolTrans (which approval shall not be unreasonably withheld), at Contractor’s sole cost and expense, any action, claim, suit, cause of action or portion thereof which asserts or alleges liabilities resulting from any allegedly negligent act, omission, misconduct or other legal fault of Contractor, its officers, employees, sub-contractors, subcontractors or agents in connection with the performance or nonperformance of this Contract, whether or not such action, claim, suit, cause of action or portion thereof is well founded or lacking in merit. Acceptance of insurance certificates or endorsements required under this Contract does not relieve Contractor from liability under this Section 10 and shall apply to all damages and claims of every kind suffered, or alleged to have been suffered, by reason of Contractor’s negligence, misconduct, or other legal fault regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. The agreements in provisions of this Section 12.7 shall survive the payment any termination of the Loans and all other amounts payable hereunderthis Contract.

Indemnification. The Notwithstanding anything to the contrary herein contained, the Agent shall be fully justified in failing or refusing to take any action unless it shall first be indemnified to its satisfaction by the Lenders agree 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 taking or continuing to take any action. Each Lender agrees to indemnify each the 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 soBorrower), ratably on a pro-rata basis 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 Commitments, 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 or the transactions contemplated hereby or thereby Financing Agreement or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing, Financing Agreement; 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 expenses, or disbursements resulting from such Agent’s the gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionthe Agent; provided, and provided further, that no action taken by it is the Administrative intention of each Lender to indemnify the Agent in accordance with against the directions consequences of the Required Lenders (Agent’s own ordinary or simple negligence, whether such other number negligence be sole, joint, concurrent, active 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 Personpassive. Without limitation of limiting the foregoing, each Lender shall agrees to reimburse each the Agent promptly upon demand for its ratable share pro-rata share, according to such Lender’s Commitments 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 any Financing Agreement, any other Credit Document, or any document contemplated by or referred to herein, 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Lenders agree to Borrower shall indemnify each Agent in the Lender and its capacity as directors, officers, employees, attorneys and agents against, and shall hold the Lender and such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so)Persons harmless from, 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, damagesclaims, penaltiesdamages and liabilities and related expenses, 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 onreasonable counsel fees and expenses, incurred by the Lender or asserted against an Agent any such Person arising out of, in any way relating to connected with, or arising out as a result of: (a) any breach by the Borrower or any Subsidiary of any of the Commitments, Loan Documents; (b) the use of any of the proceeds of the Loans made by the Lender to the Borrower; (c) this Agreement, any the ownership and operation of the other Credit Documents Borrower’s and any Subsidiary’s assets, including all Real Properties and improvements or any documents contemplated Contract, the performance by the Borrower or referred to herein or therein or any other Person of their respective obligations thereunder, and the consummation of the transactions contemplated hereby by this Agreement; (d) any finder’s fee, brokerage commission of other such obligation payable or thereby alleged to be payable in respect of the transactions contemplated by this Agreement which arises or is alleged to arise from any agreement, action or conduct of the Borrower or any action taken of its Affiliates, and/or (e) any claim, litigation, investigation or omitted by the Administrative Agent or the Collateral Agent under or in connection with proceeding relating to any of the foregoing, whether or not the Lender or its directors, officers, managers, employees, attorneys or agents are a party thereto; provided that no Lender such indemnity shall be liable not apply to an Agent for the payment of any portion of such liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities or related expenses arising from (i) any unexcused breach by the Lender of any of its obligations under this Agreement, actions, judgments, suits, costs, expenses (ii) the willful misconduct or disbursements resulting from such Agent’s gross negligence or willful misconduct of the Lender as determined by a final final, non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken by or (iii) the Administrative Agent in accordance with the directions breach of any commitment or legal obligation of the Required Lenders (Lender to any Person other than the Borrower or its Affiliates, provided that such other number or percentage breach is determined pursuant to a final and nonappealable decision of a court of competent jurisdiction. The foregoing indemnity shall remain operative and in full force and effect regardless of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence expiration or willful misconduct for purposes any termination of this Section 12.7. In Agreement, the case consummation of any investigationthe transactions contemplated by this Agreement, 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 repayment of the Loans), this Section 12.7 applies whether any such investigation, litigation the invalidity 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 unenforceability of any costs term 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 provision of rights or responsibilities under, this Agreementany Loan Document, 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 investigation made by or on behalf of the BorrowerLender, provided that such reimbursement and the content or accuracy of any representation or warranty made by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect theretoBorrower or any Subsidiary in any Loan Document. 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. The agreements in All amounts due under this Section 12.7 9.02 shall survive the payment of the Loans and all other amounts be payable hereunderon written demand therefor.

Indemnification. The Subject to the terms of Section 12.21 with respect to any CP Conduit, each of the Lenders agree agrees to indemnify each Agent in its capacity as such and hold the Agents harmless (to the extent not reimbursed by the Credit Parties and without limiting the obligation or on behalf of the Credit Parties Borrower pursuant 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), Section 12.04 or otherwise) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, attorneys fees and 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 Agent the Agents in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents Agreement or any documents contemplated by other Facility Document or referred to herein or therein or the transactions contemplated hereby or thereby any Related Document or any action taken or omitted by the Administrative Agent Agents under this Agreement or the Collateral Agent under any other Facility Document or in connection with any of the foregoing, Related Document; provided that that: (i) 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 negligence, willful misconduct; and (ii) no Lender or willful misconduct as determined by a final 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 liable to the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct Collateral Agent for purposes any portion of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (for purposes hereof, “Liabilities”) unless such Liabilities are imposed on, incurred by, or asserted against the Collateral Agent as a result of any kind whatsoever action taken, or not taken, by the Collateral Agent at the direction of such Lender or Lenders, as the case may be, in accordance with the terms and conditions set forth in this Agreement (it being understood that may at the Collateral Agent shall be under no obligation to exercise or to honor any time occur (including at any time following the payment of the Loans), rights or powers vested in it by this Section 12.7 applies whether Agreement at the request or direction of any of the Lenders (or other Persons authorized or permitted under the terms hereof to make such investigation, litigation request or proceeding is brought by any Lender give such direction) pursuant to this Agreement or any other Person. Without limitation of the foregoingother Facility Documents, each Lender unless such Lenders shall reimburse each have provided to the Collateral Agent upon demand for its ratable share of any costs security or out-of-pocket indemnity reasonably satisfactory to it against the costs, expenses (including attorneys’ feesreasonable and documented attorney’s fees and expenses) and Liabilities which might reasonably be incurred by it in compliance with such Agent in connection with the preparationrequest or direction, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings such indemnity is provided under this Section 11.04 or otherwise) of, ). The rights of the Agents and obligations of the Lenders under or legal advice rendered in respect pursuant to this Section 11.04 shall survive the termination of rights or responsibilities under, this Agreement, any other Credit Document, and the earlier removal 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 resignation 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Lenders agree to indemnify each Agent in the Agent, its capacity as such (to the extent not reimbursed by the Credit Parties officers, directors, 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 fullAffiliates, ratably in accordance with their each Lender's respective portions of the Total Credit Exposure in effect immediately prior to such date)Percentage, from and against for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that (INCLUDING BUT NOT LIMITED TO, THE CONSEQUENCES OF THE NEGLIGENCE OF THE AGENT, BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT) which may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an the Agent in any way relating to or arising out of the Commitments, this Agreement, Agreement or any of the other Credit Documents Document or any other documents contemplated by or referred to herein or therein therein, or the transactions contemplated hereby or thereby or any action taken or omitted by (including, without limitation, interest, penalties, reasonable attorneys' fees and amounts paid in settlement in accordance with the Administrative Agent terms of this Section 8, but excluding, unless a Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the Collateral Agent under or in connection with enforcement of any of the foregoingterms hereof or thereof or of any such other documents, INCLUDING BUT NOT LIMITED TO THE NEGLIGENCE OF THE AGENT, BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT, provided that no Lender shall be liable for any of the foregoing to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting extent they arise from such Agent’s the gross negligence or willful misconduct as determined by a final 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 party to be indemnified, or from the Agent's default in the express obligations of the Agent to the Lenders (or such other number or percentage provided for in this Agreement. The obligations of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of 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. The agreements in this Section 12.7 8.5 shall survive the payment termination of this Agreement and the repayment of the Loans and all other amounts payable hereunderObligations.

Indemnification. The Lenders agree (a) Each Lender severally agrees to 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 soBorrower), ratably according to their the respective portions principal amounts of the Total Credit Exposure in effect on Loans then made by each of them (or if no Loans are at the date on which indemnification is sought (time outstanding, ratably according to the respective amounts of their Commitments or, if indemnification is sought after the date upon which no Loans are outstanding and the Commitments shall have terminated and the Loans shall have expired or been paid terminated, such Lender’s Commitment most recently in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such dateeffect), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, 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 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 such Agent under or in connection with any of the foregoingCredit Documents (collectively, the “Indemnified Costs”); 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 the Indemnified Costs resulting from such Agent’s gross negligence or willful misconduct as determined found in a final, non-appealable judgment by a final judgment of a court of competent jurisdiction; provided. Without limitation of the foregoing, further, that no action taken each Lender agrees to reimburse each Agent promptly upon demand for its ratable share of any costs and expenses (including fees and expenses of counsel) payable by the Administrative Borrower under Section 12.1, to the extent that such Agent in accordance with the directions of the Required Lenders (or is not promptly reimbursed for such other number or percentage of the Lenders as shall be required costs and expenses by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7Borrower. 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)Indemnified Costs, this Section 12.7 10.5 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation . (b) For purposes of this Section 10.5, each Lender’s ratable share of any amount shall be determined, at any time, according to the respective principal amounts of the foregoingLoans then made by each of them (or if no Loans are at the time outstanding, each ratably according to the respective amounts of their Commitments or, if no Loans are outstanding and the Commitments have expired or been terminated, such Lender’s Commitment most recently in effect). The failure of any Lender shall to reimburse each any 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 such Agent as provided herein shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If relieve any indemnity furnished other Lender of its obligation hereunder to any reimburse such Agent 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 may call for additional indemnity and cease, or not commence, such other Lender’s ratable share of such amount. Without prejudice to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require survival of any other agreement of any Lender to indemnify any Agent against any liabilityhereunder, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess the agreement and obligations of such Lender’s pro rata portion thereof; and provided further, this sentence shall not be deemed to require any each 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. The agreements contained in this Section 12.7 10.5 shall survive the payment in full of the Loans principal, interest and all other amounts payable hereunderhereunder and under the other Credit Documents and the resignation or removal of any Agent.

Indemnification. The Lenders agree (a) Each Bank severally agrees to indemnify each Agent in and its capacity as such officers, directors, employees, agents, advisors and Affiliates (to the extent not promptly 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), Account Parties) from and against such Bank's ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, 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 such Agent or any such other Person 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 such Agent under or in connection with any of the foregoingLoan Documents; provided, provided however, 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 Agent’s 's or other Person's gross negligence or willful misconduct as determined by a final 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 Agent promptly upon demand for its ratable share of any costs or out-of-pocket and expenses (including attorneys’ feesincluding, without limitation, 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 hereinAccount Parties under Section 9.04, to the extent that such Agent is not promptly reimbursed for such costs and expenses by or on behalf the Account Parties. (b) For purposes of this Section 8.05, the Banks' respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the BorrowerAdvances outstanding at such time and owing to the respective Banks, provided that (ii) their respective Pro Rata Shares of the aggregate Available Amounts of all Letters of Credit outstanding at such reimbursement time and (iii) their respective Unused LC Commitment Amounts at such time. The failure of any Bank to reimburse any Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders Banks to such Agent as provided herein shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If relieve any indemnity furnished other Bank of its obligation hereunder to any reimburse such Agent for any purpose shall, in the opinion its ratable share of such Agentamount, but no Bank shall be insufficient or become impaired, responsible for the failure of any other Bank to reimburse 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 other Bank's ratable share of such Lender’s pro rata portion thereof; amount. Without prejudice to the survival of any other agreement of any Bank hereunder, the agreement 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. The agreements obligations of each Bank contained in this Section 12.7 8.05 shall survive the payment in full of the Loans principal, interest and all other amounts payable hereunderhereunder and under the other Loan Documents.

Indemnification. (a) The Lenders agree to indemnify each Agent in its capacity as such (or any Affiliate thereof) and the LC Facility Issuing Bank (to the extent not reimbursed by the Credit Parties Borrower or any other Loan Party and without limiting the obligation of the Credit Parties Borrower to do so), ratably according to their respective portions of Term Loan Percentages or LC Facility Percentages, as the Total Credit Exposure case may be, in effect on the date on which indemnification is sought under this subsection (or, if indemnification is sought after the date upon which the Delayed Draw Term Loan Commitments shall have terminated and the Loans shall have been paid in full, in the case of Term Loans, ratably in accordance with their respective portions of the Total Credit Exposure in effect Term Loan Percentages 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 which may at any time (including at any time following the payment of the Term 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 or willful misconduct as determined or (b) claims made or legal proceedings commenced against such Agent by a final judgment any security holder or creditor thereof arising out 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 and based upon rights afforded any such investigation, litigation security holder 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 creditor solely in 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 misconductcapacity as such. The agreements in this Section 12.7 subsection shall survive the payment of the Loans Term Loans, LC Facility Participations and all other amounts payable hereunder. (b) Any Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document (except actions expressly required to be taken by it hereunder or under the Loan Documents) unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Indemnification. The Portfolio Manager and the Parent shall indemnify and hold harmless the Company, the Agents, the Securities Intermediary, the Collateral Administrator and the Lenders agree to 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 affiliates, directors, officers, stockholders, partners, agents, employees and controlling persons (oreach, 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), an “Indemnified Person”) from and against any and all liabilities, obligations, losses, damagesclaims, penaltiesdemands, actionsdamages or liabilities of any kind, judgments, suits, costs, expenses or including reasonable and documented out-of-pocket legal fees and disbursements of any kind whatsoever that may at any time one firm of outside counsel to each group of affiliated Indemnified Persons (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 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“Liabilities”), 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 shall reimburse each Agent upon demand such Indemnified Person on a current basis for its ratable share of any costs or all reasonable and documented out-of-pocket expenses (including attorneys’ fees) fees and disbursements of counsel), incurred by such Agent Indemnified Person in connection with investigating, preparing, responding to or defending any investigative, administrative, judicial or regulatory action, suit, claim or proceeding, relating to or arising out of (a) any breach by the preparationPortfolio Manager of any of its obligations hereunder (including, executionfor the avoidance of doubt, deliverythe obligation set forth in Section 6.02(k) to comply with any applicable conflicts procedure set forth in its constituent documents), administration(b) the failure of any of the representations or warranties of the Portfolio Manager set forth herein to be true when made or when deemed made or repeated, modification(c) any exercise by the Company of its voting rights as set forth in Section 6.03 which results in equitable subordination with respect to any Portfolio Investment in any bankruptcy, amendment reorganization, arrangement, insolvency, moratorium or enforcement (whether through negotiationsliquidation proceeding, 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, except to the extent that such Agent is not reimbursed for such Liabilities or expenses by (x) result from the performance or on behalf non-performance of the BorrowerPortfolio Investments or (y) are found in a final, provided that such reimbursement non-appealable judgment by a court of competent jurisdiction to have resulted from 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 misconductmisconduct of such Indemnified Person, (d) any liabilities that arise to the extent due to their or any of their Affiliate’s own gross negligence, recklessness, bad faith or willful misconduct (including any affirmative act taken with the knowledge that it would cause liability under this Agreement), (e) fraud at the Company, the Portfolio Manager or the Parent or (f) a Company or Portfolio Manager Event of Default pursuant to Sections 7.01(d), (e), (f) or (g). The agreements in this For the avoidance of doubt, the Portfolio Manager shall not be liable hereunder for the credit performance of any Portfolio Investments. This Section 12.7 5.03 shall survive the payment termination of this Agreement, the resignation or removal of the Loans Agents, the Collateral Administrator or the Securities Intermediary and the repayment of all other amounts payable owing to the Secured Parties hereunder.

Indemnification. The Lenders agree to indemnify each Agent in its capacity as such upon demand (and, with respect to any EEA Financial Institution, such amounts shall be deemed due and payable no later than six (6) days upon demand therefor) (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 claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, 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 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 such Agent under or in connection with any of the foregoing, ; provided that no Lender shall be liable to an any Agent for the payment of any portion of such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements resulting from such Agent’s gross negligence negligence, bad faith or willful misconduct as determined by a final judgment of a court of competent jurisdictionjurisdiction (IT BEING THE INTENTION OF THE PARTIES HERETO THAT THE AGENTS AND ANY RELATED PARTIES SHALL, IN ALL CASES, BE INDEMNIFIED FOR ITS ORDINARY, COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE); 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 12.713.8. In the case of any investigation, litigation or proceeding giving rise to any claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, 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 13.8 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 claim, liability, obligation, loss, damage, penalty, action, judgment, suit, cost, charge, 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 claim, liability, obligation, loss, damage, penalty, action, judgment, suit, cost, charge, expense or disbursement resulting from such Agent’s gross negligence negligence, bad faith or willful misconduct. The agreements in this Section 12.7 13.8 shall survive the resignation or removal of any Agents, the payment of the Loans and all other amounts payable hereunderhereunder and the exercise of Write-Down and Conversion Powers by an EEA Resolution Authority with respect to any Lender that is an EEA Financial Institution.

Indemnification. The Lenders agree (a) Customer will indemnify and hold harmless BNY Mellon from and against all losses, costs, expenses, damages and liabilities (including reasonable counsel fees and expenses) incurred by BNY Mellon arising out of or relating to indemnify each Agent in its capacity BNY Mellon’s performance under this Agreement (including as such (a result of any action taken or omitted to be taken by Customer), except to the extent not reimbursed by resulting from BNY Mellon’s actual fraud, negligence, willful misconduct, bad faith or reckless disregard in the Credit Parties and without limiting the obligation performance of the Credit Parties its obligations under this Agreement or failure 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 perform its obligations under this Agreement in accordance with their respective portions the Standard of Care. The Parties agree that the foregoing will include reasonable counsel fees and expenses incurred by BNY Mellon in its successful defense of claims that are asserted by Customer against BNY Mellon arising out of or relating to BNY Mellon’s performance under this Agreement. Any obligations of Customer under this Section 15.4 with respect to a particular Series will not be satisfied out of the Total Credit Exposure in effect immediately prior assets of another Series. (b) BNY Mellon agrees to such date)indemnify, defend and hold harmless the Customer from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements expenses, damages and liabilities (including reasonable counsel fees and expenses) (“Losses”), subject to, and in an amount not to exceed the limitation of any kind whatsoever aggregate liability described in Section 15.4(d) below, 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 Customer and directly arising from BNY Mellon’s actual fraud, negligence, willful misconduct, bad faith or reckless disregard in any way relating the performance of its obligations under this Agreement or failure to or arising out perform its obligations under this Agreement in accordance with the Standard of the CommitmentsCare, this Agreementin each case, 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 judgment of a court of competent jurisdictionjurisdiction in a final non-appealable order; provided, furtherthat the Customer shall not be entitled to indemnification hereunder for Losses arising from Customer’s own actual fraud, 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 negligence, bad faith or willful misconduct for purposes of this Section 12.7. misconduct. (c) In the case event 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 Documentdemand, or any document contemplated civil, criminal, administrative, or investigative claim, action, or proceeding (including arbitration) asserted, commenced or threatened against an entity or person (a “Claim”), upon the assertion of such Claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim; provided, however, that any failure by or referred a party to herein, provide such notice shall not relieve the other party of its obligations to indemnify and hold harmless the other party pursuant to the terms of this Agreement 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 shall, in the opinion indemnifying party can demonstrate actual prejudice as a 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 Agent’s gross negligence or willful misconduct. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunderfailure.

Indemnification. The Lenders agree to will reimburse and indemnify each Administrative Agent in its capacity as such and all other Agent Parties on demand (to the extent not actually reimbursed by the Credit Parties and Loan Parties, but without limiting the obligation obligations of the Credit Loan 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 under this Agreement) for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, reasonable attorneys’ fees and 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 the Administrative Agent or any other Agent Parties (a) 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 any other Agent Parties under this Agreement or any of the Collateral Agent under or Loan Documents, and (b) in connection with the preparation, negotiation, execution, delivery, administration, amendment, modification, waiver or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any of the foregoingother Loan Documents in proportion to each Lender’s Percentage; 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 expenses, advances or disbursements resulting from such the Administrative Agent’s or any other Agent Parties’ gross negligence negligence, bad faith or willful misconduct misconduct, as determined by 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 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 Party for any purpose shall, in the opinion of such Administrative Agent, be insufficient or become impaired, such Administrative 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. The agreements in obligations of Lenders under this Section 12.7 10.12 shall survive the payment in full of the Loans Obligations and all other amounts payable hereunderthe termination of this Agreement.

Indemnification. The Lenders agree to Debtor shall protect, 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), save harmless Bank from and against any and all losses, liabilities, obligations, lossesclaims, damages, penalties, actionsfines, judgmentscauses of action, suitscosts and expenses (including, costswithout limitation, expenses or disbursements of any kind whatsoever that may at any time reasonable attorneys’ fees and expenses) (including at any time following the payment of the Loanscollectively, “Damages”) be imposed onupon, incurred by or asserted or assessed against an Agent Bank on account of or in connection with (i) the Loan Documents or any failure or alleged failure of Debtor to comply with any of the terms of, or the inaccuracy or breach of any representation in, the Loan Documents, (ii) the Collateral or any claim of loss or damage to the Collateral or any injury or claim of injury to, or death of, any person or property that may be occasioned by any cause whatsoever pertaining to the Collateral or the use, occupancy or operation thereof, (iii) any failure or alleged failure of Debtor to comply with any law, rule or regulation applicable to it or to the Collateral or the use, occupancy or operation of the Collateral (including, without limitation, the failure to pay any taxes, fees or other charges), (iv) any Damages whatsoever by reason of any alleged action, obligation or undertaking of Bank relating in any way to or any matter contemplated by the Loan Documents, or (v) any claim for brokerage fees or such other commissions relating to the Collateral or the Secured Obligations. Nothing contained herein shall require Debtor to indemnify Bank for any Damages resulting from Bank’s gross negligence or its willful misconduct, and such indemnity shall be effective only to the extent of any Damages that may be sustained by Bank in excess of any net proceeds received by it from any insurance of Debtor (other than self-insurance) with respect to such Damages. The indemnity provided for herein shall survive payment of the Secured Obligations and shall extend to the officers, directors, employees and duly authorized agents of Bank. In the event Bank incurs any Damages arising out of or in any way relating to or arising out of the Commitments, this Agreement, transaction contemplated by the Loan Documents (including any of the other Credit Documents or any documents contemplated by or matters referred to herein or therein or in this section), 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 amounts of the foregoing, provided that no Lender such Damages shall be liable added to an Agent for the payment of any portion of such liabilitiesSecured Obligations, 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 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 hereinbear interest, to the extent that such Agent is not reimbursed for such expenses permitted by or on behalf of law, at the Borrower, provided that such reimbursement interest rate borne by the Lenders Secured Obligations from the date incurred until paid and 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunderon demand.

Indemnification. The Lenders agree to indemnify each Agent in its capacity as such (to a) To the extent any Agent (or any affiliate thereof) is not reimbursed and indemnified by the Credit Parties Agreement Parties, the Lenders will reimburse and without limiting the obligation of the Credit Parties to do so), ratably according indemnify such Agent (and any affiliate thereof) in proportion to their respective portions of “percentages” as used in determining the Total Credit Exposure in effect on the date on which indemnification is sought Required Lenders (or, determined as 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 datethere were no Defaulting Lenders), from for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, 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 such Agent (or asserted against an Agent any affiliate thereof) in performing its respective duties hereunder or under any other Credit Document or 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 or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoingDocument, 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 judgment of a court of competent jurisdiction; provided, further, that no jurisdiction in a final and non-appealable decision). (b) Any Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Credit Document (except actions expressly required to be taken by the Administrative Agent in accordance with the directions of the Required Lenders (it hereunder or such other number or percentage of the Lenders as shall be required by under the Credit Documents) unless it shall first be deemed indemnified 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 satisfaction 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 pro rata against any and all liability, obligation, loss, damage, penalty, cost and expense that it may incur by reason of taking or continuing to take any such 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. . (c) The agreements in this Section 12.7 12.07 shall survive the payment of the Loans and all other amounts payable hereunderObligations.

Indemnification. The Lenders agree to 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 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 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 Borrower, Borrowers; 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 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 in the final 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.

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 repayment 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 repayment 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 misconductmisconduct 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 repayment 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, 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 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 misconductmisconduct 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.

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 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 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 misconductmisconduct 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 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 respective portions of the Total Credit Exposure in effect immediately prior to such date)applicable Lender’s Lender Pro Rata Share, 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 whatsoever that which may at any time (including including, without limitation, 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 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 Person11.7. 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’ 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 Credit 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 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 misconductBorrower Parties. The agreements in this Section 12.7 11.7 shall survive the termination of the Commitments, payment of all of the Loans Obligations hereunder and all under the other amounts payable hereunderLoan Documents or any documents contemplated by or referred to herein or therein, as well as the resignation or replacement of any Agent.

Indemnification. The Lenders agree Each Lender agrees to 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, expenses or and disbursements (including fees, 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 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunderLoan Document.

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 misconductmisconduct 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) CWEI agrees to indemnify each Agent in its capacity as such and hold harmless the Participants (each, an "Indemnified Person") 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 all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorneys' fees) paid or incurred in connection with or resulting from any and all liabilitiesclaims, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses actions or disbursements demands against such Indemnified Person that arise out 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 relate to or arising out are incidental to the Tax Partnership, the Designated Property or the business or affairs of the CommitmentsTax Partnership that occurs prior to the termination of this Agreement; provided, however, that this indemnity shall not extend to (i) any bad faith, willful misconduct, or gross negligence of such Indemnified Person, or (ii) the failure of such Indemnified Person to perform any of its obligations under this Agreement, including without limitation obligations set forth in Sections 5.01, 5.04, and 5.06. THE PARTIES INTEND THAT THE INDEMNIFIED PERSONS BE INDEMNIFIED PURSUANT TO THIS AGREEMENT FROM LIABILITY FOR THEIR OWN SOLE, PARTIAL OR CONCURRENT NEGLIGENCE. (b) The indemnification rights contained in this Section 8.11 shall be cumulative of and in addition to any and all other rights, remedies and recourses to which any Indemnified Person or their respective heirs, personal representatives, successors and assigns shall be entitled, whether pursuant to some other provisions 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 this Agreement, at law or in connection with any of the foregoing, provided that no Lender equity. (c) CWEI 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 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 advance to any liabilitiesIndemnified Person all reasonable fees, 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 and expenses (including attorneys’ fees' fees and related costs), of defending any claim, action or demand that arises out of or in any way relates to or is incidental to the Tax Partnership, the Designated Property, business or affairs of the Tax Partnership that occurs during any period in which such Indemnified Person is an employee of CWEI; provided, that such Indemnified Person agrees in writing to repay to the Tax Partnership all such advances in the event that it is finally determined that such Indemnified Person is not entitled to indemnification hereunder with respect to such claim, action or demand. 8.12 CWEI Counsel . CWEI has selected Vinson & Elkins L.L.P. ("CWEI Counsel") incurred by as legal c▇▇▇▇▇▇ to ▇▇ ▇▇th respect to this Agreement. Each Participant acknowledges that CWEI Counsel does not represent such Agent Participant, and that CWEI Counsel shall owe no duties directly to such Participant. Each Participant further acknowledges that, whether or not CWEI Counsel has in connection the past represented or is currently representing such Participant with respect to other matters, CWEI Counsel has not advised or represented the interests of any Participant in the negotiation, preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect delivery and performance 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to 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 of the Total Credit Exposure in effect immediately prior to such date)Lender Percentage, 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 whatsoever that which may at any time (including including, without limitation, 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 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 Person11.8. Without limitation of the foregoing, each Lender shall reimburse each the Administrative Agent and the Letter of Credit Issuer 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 Credit 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 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 misconductBorrower Parties. The agreements in this Section 12.7 11.8 shall survive the termination of the Commitments, payment of all of the Loans Obligations hereunder and all under the other amounts payable hereunderLoan Documents or any documents contemplated by or referred to herein or therein, as well as the resignation or replacement of any Agent.

Indemnification. The Lenders agree Mortgagor agrees to pay, and to save, indemnify each Agent in and keep the Mortgagee and its capacity as such (to the extent not reimbursed by the Credit Parties respective directors, officers, employees, attorneys, experts, and without limiting the obligation of the Credit Parties to do so)agents harmless from, 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, obligationscosts and expenses (including, losseswithout limitation, damageslegal fees and expenses), penaltieslosses or damages (i) with respect to, actionsor resulting from, judgmentsany delay in paying, suitsany and all excise, costs, expenses sales or disbursements of any kind whatsoever that other taxes which may at any time (including at any time following the payment of the Loans) be imposed on, incurred by payable or asserted against an Agent in any way relating determined to or arising out of the Commitments, this Agreement, be payable with respect to any of the other Credit Documents Mortgaged Property, (ii) with respect to, or resulting from, any documents contemplated by delay in complying with any requirement of law applicable to any of the Mortgaged Property 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 (iii) in connection with any of the foregoingtransactions contemplated by this Mortgage, provided that no Lender shall be liable to an Agent for including the payment fees and disbursements of counsel and of any portion other experts, which Mortgagee or its respective directors, officers, employees, attorneys, experts or agents may incur in connection with (w) the administration or enforcement of this Mortgage, including such expenses as are incurred to preserve the value of the Mortgaged Property and the validity, perfection, rank and value of any liens granted hereunder, (x) the collection, sale or other disposition of any of the Mortgaged Property, (y) the exercise by the Mortgagee of any of the rights conferred upon it hereunder or (z) any Default or Event of Default, but excluding any such liabilities, obligationscosts and expenses, losses, damages, penalties, actions, judgments, suits, costs, expenses losses or disbursements resulting from such Agent’s damages incurred solely by reason of the gross negligence or willful misconduct of the party seeking to be indemnified as determined by a final order or judgment of a court of competent jurisdiction; provided, further, that no action taken by . Any amount due hereunder which is not paid on demand shall bear interest at a rate equal to the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as Default Rate and shall be required by a lien upon the Credit Documents) Mortgaged Property and 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 misconductsecured hereby. The agreements of the Mortgagor contained in this Section 12.7 4.13 shall survive the payment and performance of the Loans Secured Obligations and all the termination of the liens and security interests granted hereby. All of the Mortgagor's obligations to indemnify Mortgagee and its directors, officers, employees, attorneys, experts and agents hereunder shall (without duplication) be in addition to, and shall not limit in any way, the Mortgagor's indemnification obligations contained in the Agreement or in any other amounts payable hereunderLoan Document.

Indemnification. The Lenders agree to Whether or not the transactions contemplated hereby are consummated, the Lender shall indemnify upon demand by each Agent in its capacity as such Agent-Related Person (to the extent not reimbursed by the or on behalf of any Credit Parties Party and without limiting the obligation of the any Credit Parties Party to do so)) acting as the Collateral Agent, ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (orpro rata, 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), 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 whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, Indemnified Liabilities 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, it; provided 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 Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct misconduct, as determined by a the final non-appealable judgment of a court of competent jurisdiction; provided, further, provided 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) Lender shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.725.7. 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)Indemnified Liabilities, this Section 12.7 25.7 applies whether any such investigation, litigation or proceeding is brought by any the Lender or any other Person. Without limitation of the foregoing, each the Lender shall reimburse each the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ feesattorney fees and costs) incurred by such Agent the Collateral Agent, as the case may be, 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 DocumentTransaction Agreement, or any document contemplated by or referred to herein, to the extent that such Agent the Collateral Agent, as the case may be, 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 Credit Parties and cease, or not commence, without limiting their obligation 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 misconductso. The agreements undertaking in this Section 12.7 25.7 shall survive the payment in full of the Loans Obligations and all other amounts payable hereunderthe resignation of the Collateral Agent, as the case may be.

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to 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 any 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 of the Total Credit Exposure in effect immediately prior to such date)Lender’s Pro Rata Share, 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 whatsoever that which may at any time (including without limitation 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 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 Person11.7. Without limitation of the foregoing, each Lender shall reimburse each the Administrative Agent and the Letter of Credit Issuer upon demand for its ratable share of any costs or out-of-pocket 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 Credit 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 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 misconductBorrower Parties. The agreements in this Section 12.7 11.7 shall survive the termination of the Commitments, payment of all of the Loans Obligations hereunder and all under the other amounts payable hereunderLoan Documents or any documents contemplated by or referred to herein or therein, as well as the resignation or replacement of any Agent.

Indemnification. The Lenders agree to indemnify each Agent Notwithstanding the existence of any insurance or self insurance provided for in its capacity as such (Article 12, and without regard to the extent not reimbursed by the Credit Parties policy limits of any such insurance or self insurance, Lessee will protect, indemnify, save harmless 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), defend Lessor from and against any and all liabilities, obligations, lossesclaims, damages, penalties, actionscauses of action, judgments, suits, costs, costs and expenses or disbursements of any kind whatsoever that may at any time (including at any time following reasonable attorneys' fees and expenses), to the payment of the Loans) be extent permitted by law, imposed on, upon or incurred by or asserted against an Agent in Lessor by reason of: (a) any way relating accident, injury to or arising out death of persons or loss to property occurring on or about the Leased Property, including any claims of malpractice, (b) any use, misuse, no use, condition, maintenance or repair by Lessee of the CommitmentsLeased Property, (c) any Impositions (which are the obligations of Lessee to pay pursuant to the applicable provisions of this AgreementLease), (d) any failure on the part of the other Credit Documents Lessee to perform 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 comply with any of the foregoingterms of this Lease when due or within any applicable cure period, provided that no Lender (e) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by Lessee as landlord thereunder when due or within any applicable cure period and (f) the violation by Lessee of any Hazardous Materials Law. Any amounts which become payable by Lessee under this Section shall be liable to an Agent for paid within ten days after liability therefor on the payment part of Lessor is finally determined by litigation or otherwise (including the expiration of any portion of such liabilitiestime for appeals) and, obligationsif not timely paid, 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 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 shall bear interest (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 permitted by law) at the Overdue Rate from the date of such Agent is not reimbursed for determination to the date of payment. Lessee, at its expense, shall contest, resist and defend any such expenses by claim, action or on behalf proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the Borrowersame as Lessee sees fit. Lessor shall cooperate with Lessee in a reasonable manner to permit Lessee to satisfy Lessee's obligations hereunder, provided that such reimbursement including the execution of any instruments or documents reasonably requested by the Lenders Lessee. Nothing herein shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent be construed as indemnifying Lessor or its agents for any purpose shall, in the opinion of such Agent, be insufficient their own negligent acts 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 omissions or willful misconduct. The agreements in Lessee's liability for a breach of the provisions of this Section 12.7 Article shall survive the payment any termination of the Loans and all other amounts payable hereunderthis Lease.

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 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 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 misconductmisconduct 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 indemnify each Agent in its capacity as such (Whether or not the transactions contemplated hereby are consummated, to the extent any of the Administrative Agent, Revolver Agent or any other of their Agent-Related Persons (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent or Revolver Agent) or Issuing Bank is not reimbursed and indemnified by the Credit Parties Borrower, the Lenders will reimburse and without limiting the obligation indemnify any of the Credit Parties Administrative Agent, Revolver Agent or any other of their Agent-Related Person (solely to do so), ratably according the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent or Revolver Agent) or Issuing Bank in proportion 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 Pro Rata Shares for and against any and all liabilities, obligations, responsibilities, fines, sanctions, losses, damages, penalties, claims, actions, suits, judgments, costs, fees, Taxes, commissions, charges, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by any of the Administrative Agent, Revolver Agent or any other of their Agent-Related Persons (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent or Revolver Agent) or Issuing Bank for any action taken or omitted to be taken in performing its duties hereunder, under any other Loan Document, under any Letter of Credit or in any way relating to or arising out of this Agreement, any other Loan Document or the Letters of Credit; provided that no Lender shall be liable for any portion of such liabilities, obligations, responsibilities, fines, sanctions, losses, damages, penalties, claims, 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 onfees, incurred by or asserted against an Agent in any way relating to or arising out of the CommitmentsTaxes, this Agreementcommissions, 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, costscharges, expenses or disbursements resulting from such any of the Applicable Agent’s, any other of its Agent-Related Person’s or Issuing Bank’s gross negligence or willful misconduct (as determined by a final 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 Loansa final and non-appealable decision), 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 Applicable Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ feesAttorney Costs) incurred by such the Applicable 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 the Applicable 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 provided further that the opinion failure 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 or reimburse the Applicable Agent shall not relieve any Agent against other Lender of its obligation in respect thereof. In the case of any liabilityinvestigation, obligation, loss, damage, penalty, action, judgment, suit, cost, expense litigation or disbursement in excess of such Lender’s pro rata portion thereof; and provided furtherproceeding giving rise to any Indemnified Liabilities, this sentence shall not be deemed to require Section 9.08 applies whether any such investigation, litigation or proceeding is brought by any Lender to indemnify or 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 misconductother Person. The agreements undertaking in this Section 12.7 9.08 shall survive termination of the Aggregate Commitments, the payment of the Loans and all other amounts payable hereunderObligations and the resignation of the Administrative Agent.

Indemnification. The Lenders agree to indemnify each the 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 soBorrower), ratably according to their (a) on or before the Termination Date, the respective portions principal amounts of the Total Credit Exposure in effect on A Notes then held by each of them (or if no A Notes are at the date on time outstanding or if any A Notes are held by Persons which indemnification is sought are not Lenders, ratably according to the respective Percentages of the Lenders), or (or, if indemnification is sought b) after the date upon Termination Date, the respective principal amounts of the Notes then held by each of them (or if no Notes are at the time outstanding or if any Notes are held by Persons which the Commitments shall have terminated and the Loans shall have been paid in fullare not Lenders, ratably in accordance with their according to the respective portions unpaid principal amounts of the Total Credit Exposure in effect immediately prior to such dateAdvances made by each Lender), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 or the transactions contemplated hereby or thereby Agreement or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoingthis Agreement, 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 the Agent’s 's gross negligence or willful misconduct as determined by a final 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 reimburse each the Agent promptly upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ counsel 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 herein, 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. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Lenders agree to indemnify each shall indemnify, upon demand, the Administrative Agent in its capacity as such (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 of Lender’s Pro Rata Share, and hold harmless the Total Credit Exposure in effect immediately prior to such date), Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, 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 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 Person12.13. Without limitation of the foregoing, each Lender shall reimburse each the Administrative Agent and the Letter of Credit Issuer 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 Credit 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 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 misconductBorrower Parties. The agreements in this Section 12.7 12.13 shall survive the termination of the Commitments, payment of all of the Loans Obligations hereunder and all under the other amounts payable hereunderLoan Documents or any documents contemplated by or referred to herein or therein, as well as the resignation or replacement of any Agent.

Indemnification. (a) The Lenders agree Company agrees, and agrees to indemnify cause each Agent in its capacity as such (subsidiary of the Company to jointly and severally indemnify, defend, exonerate and hold harmless, to the fullest extent not reimbursed permitted by applicable law, the Credit Bay Grove Related 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 actions, causes of action, suits, proceedings, claims or threatened claims, liabilities, obligations, losses, damages, penaltiescosts and expenses (including, actionswithout limitation reasonable and documented attorneys’, judgments, suits, costsaccountants’ and consultants’ fees, expenses or disbursements of and disbursements), but excluding any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed onExcluded Taxes, incurred by the Bay Grove Related Parties or asserted against an Agent any of them before, on or after the date of this Agreement, arising out of, incurred in connection with or as a result of, or in any way relating to or arising out of the Commitmentsto, (i) this Agreement, (ii) services provided by Bay Grove or any Bay Grove Designee to the Company or any of its subsidiaries from time to time pursuant to this Agreement or (iii) the other Credit Documents exercise, enforcement or preservation of any documents contemplated by rights or referred to herein or therein or remedies under this Agreement (collectively, 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, “Indemnified Liabilities”); provided that no Lender shall the foregoing indemnification rights will not be liable available to an Agent for the payment extent that a court of any portion competent jurisdiction determines by final non-appealable judgment or order that such Indemnified Liabilities arose on account of such liabilitiesBay Grove Related Party’s actual fraud, obligationsgross negligence or willful misconduct; and provided, lossesfurther, damagesthat if and to the extent that the foregoing right to indemnification may be unavailable or unenforceable for any reason (other than the actual fraud, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court any Bay Grove Related Party referred to above), the Company hereby agrees to make the maximum contribution to the payment and satisfaction of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions each of the Required Lenders (or such other number or percentage of the Lenders as Indemnified Liabilities which is permissible under applicable law. The Company shall be required by the Credit Documentsobligated to pay in cash promptly, and in any event within fifteen (15) shall be deemed days, all expenses and other costs incident to constitute gross negligence any actual or willful misconduct for purposes threatened claim, lawsuit or other proceeding, including those incurred in defending any civil or criminal action arising out of or relating to any event or circumstance to which this Section 12.7. In the case 9 shall apply, upon receipt 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 an undertaking by or on behalf of the Borrower, provided Bay Grove Related Parties to repay such amount if it be later determined in accordance with this Section 9 that such reimbursement by the Lenders shall Bay Grove Related Party was not affect the Borrower’s continuing reimbursement obligations entitled to indemnification (whether hereunder or otherwise). (b) The Company will reimburse any Bay Grove Related Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with respect thereto. If any indemnity furnished to any Agent for any purpose shallinvestigating, preparing, pursuing, defending or assisting in the opinion defense 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, judgmentclaim, suit, costinvestigation or proceeding for which the Bay Grove Related Party would be entitled to indemnification under the terms of Section 9(a), expense or disbursement any action or proceeding arising therefrom, whether or not such Bay Grove Related Party is a formal party thereto. The Company agrees that it will not, without the prior written consent of the Bay Grove Related Party, settle, compromise or consent to the entry of any judgment in excess any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Bay Grove Related Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Bay Grove Related Party from all liability, without future obligation or prohibition on the part of the Bay Grove Related Party, arising or that may arise out of such Lender’s pro rata portion thereof; claim, action or proceeding, and provided furtherdoes not contain an admission of guilt or liability on the part of the Bay Grove Related Party. (c) Notwithstanding the foregoing, this sentence the Company shall not be deemed liable to require any Lender Bay Grove Related Party in respect of any Indemnified Liabilities (or any related costs and expenses) to indemnify a Bay Grove Related Party to the extent the same is determined, in a final non-appealable judgment by a court having jurisdiction, to have resulted solely from the actual fraud, gross negligence or willful misconduct of such Bay Grove Related Party. An adverse judgment or plea of nolo contendere shall not, of itself, create a presumption that any Agent against any liabilityBay Grove Related Party committed actual fraud, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct. (d) The rights of any Bay Grove Related Party to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Bay Grove Related Party is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The agreements Company hereby acknowledges that each Bay Grove Related Party may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more persons or entities with whom or which such Bay Grove Related Party may be associated (including, without limitation, any other Bay Grove Related Party). The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with respect to any Indemnified Liability, (ii) the Company shall be primarily liable for all Indemnified Liabilities and any indemnification afforded to any Bay Grove Related Party in respect of any Indemnified Liabilities, whether created by law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other person or entity with whom or which any Bay Grove Related Party may be associated (including, without limitation, BG Lineage Holdings, LLC or any other Bay Grove Related Party) to indemnify such Bay Grove Related Party and/or advance expenses to such Bay Grove Related Party in respect of any proceeding shall be secondary to the obligations of the Company hereunder, (iv) the Company shall be required to indemnify each Bay Grove Related Party and advance expenses to each Bay Grove Related Party hereunder to the fullest extent provided herein without regard to any rights such Bay Grove Related Party may have against any other person or entity with whom or which such Bay Grove Related Party may be associated (including, without limitation, any other Bay Grove Related Party) or insurer of any such person or entity and (v) the Company (on behalf of itself and its insurers) irrevocably waives, relinquishes and releases any other person or entity with whom or which any Bay Grove Related Party may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Company hereunder. In the event any other person or entity with whom or which any Bay Grove Related Party may be associated (including, without limitation, any other Bay Grove Related Party) or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnified Liability owed by the Company or payable under any insurance policy provided under this Agreement, the payor shall have a right of subrogation against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement. In no event will payment of an Indemnified Liability under this Agreement by any other person or entity with whom or which any Bay Grove Related Party may be associated (including, without limitation, other Bay Grove Related Parties) or their insurers affect the obligations of the Company hereunder or shift primary liability for any Indemnified Liability to any other person or entity with whom or which such Bay Grove Related Party may be associated (including, without limitation, any other Bay Grove Related Party). (e) The indemnity rights provided to the Bay Grove Related Parties under this Agreement are cumulative with, and do not supersede any other indemnification rights such Bay Grove Related Parties would have at common law or under any other agreement or arrangement and shall remain in full force and effect following any termination of the services hereunder or this Agreement. (f) If for any reason (other than the actual fraud, gross negligence or willful misconduct of a Bay Grove Related Party referred to above) the foregoing indemnification is unavailable to any Bay Grove Related Party or insufficient to hold it harmless as and to the extent contemplated by Section 12.7 9(a), then the Company shall survive make the maximum contribution to the payment and satisfaction of each of the Loans and all other amounts payable hereunderliabilities of each Bay Grove Related Party which is permissible under applicable law.

Indemnification. The Borrower and each of the Guarantors, jointly and severally, shall indemnify, defend and hold harmless the Administrative Agent, the Lenders agree to 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 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. The agreements in this This Section 12.7 14.13 shall survive the payment termination of the Loans and all other amounts payable hereunderthis Agreement.