Agent’s Reimbursement and Indemnification. The [[Organization B:Organization]] agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by [[Organization A:Organization]] for which the Agent is entitled to reimbursement by [[Organization A:Organization]] under the Loan Documents, # for any other expenses incurred by the Agent on behalf of the [[Organization B:Organization]], in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the [[Organization B:Organization]]) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any document delivered in connection therewith or the transactions contemplated thereby (including for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the [[Organization B:Organization]]), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and # any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the [[Organization B:Organization]] under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.

[[Organization B:Organization]] agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Agent on behalf of [[Organization B:Organization]], in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of [[Organization B:Organization]]) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of [[Organization B:Organization]]), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and # any indemnification required pursuant to [Section 3.5(g)] shall, notwithstanding the provisions of this paragraph, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of [[Organization B:Organization]] under this paragraph shall survive payment of the Obligations and termination of this Agreement.

[[Organization B:Organization]] agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Agent on behalf of [[Organization B:Organization]], in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of [[Organization B:Organization]]) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of [[Organization B:Organization]]), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and # any indemnification required pursuant to [Section 3.5(g)] shall, notwithstanding the provisions of this paragraph, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of [[Organization B:Organization]] under this paragraph shall survive payment of the Obligations and termination of this Agreement.

The [[Organization A:Organization]] agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments or percentage of the Loan (or, if the Commitments have been terminated other than pursuant to clause (b) of the “Commitment Termination Date” definition”, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, # for any other expenses incurred by the Agent on behalf of the [[Organization A:Organization]], in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the [[Organization A:Organization]]) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the [[Organization A:Organization]]), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and # any indemnification required pursuant to [Section 3.5(g)] shall, notwithstanding the provisions of this paragraph, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the [[Organization A:Organization]] under this paragraph shall survive payment of the Obligations and termination of this Agreement.

The ​ agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Agent on behalf of the ​, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the ​) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the ​), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and # any indemnification required pursuant to [Section 3.5(g)] shall, notwithstanding the provisions of this paragraph, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the ​ under this paragraph shall survive payment of the Obligations and termination of this Agreement.

Administrative Agent’s Reimbursement and Indemnification. The [[Organization B:Organization]] agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by the Borrower for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, # for any other expenses incurred by the Administrative Agent on behalf of [[Organization B:Organization]], in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including for any expenses incurred by the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of [[Organization B:Organization]]) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of [[Organization B:Organization]]), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent and

Section # Indemnification. The Lenders severally agree to indemnify the Administrative Agent (to the extent not reimbursed by the [[Organization A:Organization]]), ratably according to the respective principal amounts of the Loans then owed to them (or if no Loans are at the time outstanding, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement; provided that no [[Organization B:Organization]] shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limiting the foregoing, each [[Organization B:Organization]] agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the [[Organization A:Organization]].

#[[Organization A:Organization]] agrees to indemnify the Agent, each Lender, their respective Affiliates and each of the directors, officers and employees of the foregoing Persons (collectively, the “Indemnified Parties”) against all actions, suits, losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including all reasonable expenses of litigation or preparation therefor whether or not any Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loans hereunder, except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification. The obligations of [[Organization A:Organization]] under this Section 9.6 shall survive the termination of this Agreement.

SECTION # Indemnification. The [[Organization C:Organization]] agree to indemnify the [[Organization B:Organization]] (to the extent not reimbursed by the [[Organization A:Organization]]), ratably according to the respective principal amounts of the Advances then owed to each of such [[Organization C:Organization]] (or if no Advances are at the time outstanding or if any Notes are held by Persons that are not [[Organization C:Organization]], ratably according to the respective amounts of their Commitments), 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 be imposed on, incurred by, or asserted against the [[Organization B:Organization]] (in its capacity as such) in any way relating to or arising out of this Agreement or any action taken or omitted by the [[Organization B:Organization]] under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the [[Organization B:Organization]]’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the [[Organization B:Organization]] promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the [[Organization B:Organization]] in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the [[Organization B:Organization]] is not reimbursed for such expenses by the [[Organization A:Organization]].