The Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Pro Rata Shares # for any amounts not reimbursed by the Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents 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, or the enforcement of any of the terms thereof 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 arisen solely from the gross negligence or willful misconduct of the Administrative Agent. The obligations and agreements of the Lenders under this [Section 11.8] shall survive the termination of this Agreement.

The Administrative Agent’Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Pro Rata Shares # for any amounts not reimbursed by the Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents 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, or the enforcement of any of the terms thereof 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 arisen solely from the gross negligence or willful misconduct of the Administrative Agent. The obligations and agreements of the Lenders under this [SectionSection 11.8]8 shall survive the termination of this Agreement.

The Administrative Agent’Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion toaccordance with their respective Pro Rata Shares # for any amounts not reimbursed by the Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Administrative Agent on behalf of the Lenders, 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 the Lenders) 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,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 the Lenders), or the enforcement of any of the terms thereofof the Loan Documents or of any such other documents; provided,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 arisen solelyresulted from the gross negligence or willful misconduct of the Administrative Agent.Agent and # any indemnification required pursuant to [Section 3.4(e)] shall, notwithstanding the provisions of this [Section 10.8], be paid by the relevant Lender in accordance with the provisions thereof. The obligations and agreements of the Lenders under this [Section 11.10.8] shall survive payment of the Obligations and termination of this Agreement.

The Administrative Agent’s Reimbursement andSection # Indemnification. The Lenders severally agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Pro Rata Shares # for any amounts(to the extent not reimbursed by the Borrowers for which[[Organization A:Organization]]), ratably according to the Administrative Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Administrative Agent on behalfrespective principal amounts of the Lenders, in connection withLoans then owed to them (or if no Loans are at the preparation, execution, delivery, administrationtime outstanding, ratably according to the respective amounts of their Commitments), from and enforcement of the Loan Documentsagainst any and # for anyall liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind andor nature whatsoever which may be imposed on, incurred byby, or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documentsthis Agreement or any other document delivered in connection therewithaction taken or omitted by the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents; provided,Administrative Agent under this Agreement; provided that no Lender[[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 foregoing to the extent any of the foregoing is found in a final non-appealable judgmentAdministrative 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 have arisen solely from the gross negligence or willful misconduct ofreimburse the Administrative Agent. The obligations and agreementsAgent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Lenders underAdministrative 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 [Section 11.8] shall surviveAgreement, to the termination of this Agreement.extent that the Administrative Agent is not reimbursed for such expenses by the [[Organization A:Organization]].

The Administrative Agent’s Reimbursement and Indemnification.9.7Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Pro Rata Shares # for any amountsits capacity as such (to the extent not reimbursed by the Borrowers forCompany and without limiting the obligation of the Company to do so), ratably according to their respective 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 Administrative Agent is entitledCommitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to reimbursement by the Borrowers under the Loan Documents, # forsuch date), from and against any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents and # for anyall liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever whichthat may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any other document delivered in connection therewithdocuments contemplated by or referred to herein or therein or the transactions contemplated thereby,hereby or thereby or any action taken or omitted by the enforcement ofAdministrative Agent under or in connection with any of the terms thereof or of any such other documents; provided,foregoing; provided that no Lender shall be liable for the payment of any portion of the foregoing to the extent any of the foregoing issuch liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found inby a final non-appealable judgment byand nonappealable decision of a court of competent jurisdiction to have arisen solelyresulted from the Administrative Agent’s gross negligence or willful misconduct of the Administrative Agent.misconduct. The obligations and agreements of the Lenders underin this [Section 11.8]Section shall survive the terminationpayment of this Agreement.the Loans and all other amounts payable hereunder.

The Administrative Agent’Agent’s Reimbursement and Indemnification. The Lenders[[Organization B:Organization]] agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Pro Rata SharesCommitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by the BorrowersBorrower for which the Administrative Agent is entitled to reimbursement by the BorrowersBorrower under the Loan Documents, # for any other expenses incurred by the Administrative Agent on behalf of the Lenders,[[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,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 thereofof the Loan Documents or of any such other documents; provided,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 arisen solelyresulted from the gross negligence or willful misconduct of the Administrative Agent. The obligationsAgent and agreements of the Lenders under this [Section 11.8] shall survive the termination of this Agreement.

TheTo the extent that the Administrative Agent’s ReimbursementAgent (or any Affiliate thereof) is not reimbursed and Indemnification. The Lenders agree toindemnified by the Borrower, the ​ will reimburse and indemnify the Administrative Agent ratably(and any Affiliate thereof) in proportion to their respective Pro Rata Shares #Applicable Percentages (determined as if there were no Defaulting ​) for and against any amounts not reimbursed by the Borrowers forand all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which the Administrative Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expensesmay be imposed on, asserted against or incurred by the Administrative Agent on behalf of the Lenders,(or any Affiliate thereof) in connection with the preparation, execution, delivery, administration and enforcement of theperforming its duties hereunder or under any other Loan Documents and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesDocument 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 Documentsthis Agreement or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents; provided,Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the foregoing to the extent any of the foregoing is found in a final non-appealable judgmentAdministrative Agent’s (or such Affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction to have arisen solely from the gross negligence or willful misconduct of the Administrative Agent. The obligationsin a final and agreements of the Lenders under this [Section 11.8] shall survive the termination of this Agreement.non-appealable decision).

TheSection # Indemnification of Administrative Agent’s Reimbursement and Indemnification. TheAgent. Whether or not the transactions contemplated hereby are consummated, the Lenders agree to reimburse andshall indemnify upon demand each Agent-Related Person (to the Administrative Agent ratably in proportion to their respective Pro Rata Shares # for any amountsextent not reimbursed by the Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Administrative Agentor on behalf of any Loan Party and without limiting the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursementsobligation of any kindLoan Party to do so), pro rata, and nature whatsoever which may be imposed on,hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities 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, or the enforcement of any of the terms thereof or of any such other documents;it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of the foregoingany portion of such Indemnified Liabilities to the extent any of the foregoing is founddetermined in a final non-appealablefinal, nonappealable judgment by a court of competent jurisdiction to have arisen solelyresulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) 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, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower Parties. The undertaking in this Section shall survive termination of the Commitments, the payment of all other Obligations and the resignation of the Administrative Agent. The obligations and agreements of the Lenders under this [Section 11.8] shall survive the termination of this Agreement.

The Administrative Agent’s Reimbursement andSECTION # Indemnification. The Lenders severally agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Pro Rata Shares # for any amounts(to the extent not reimbursed by the Borrowers for which[[Organization A:Organization]]), ratably according to the Administrative Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Administrative Agent on behalfrespective principal amounts of the Lenders, in connection withAdvances then owed to them (or if no Advances are at the preparation, execution, delivery, administrationtime outstanding, ratably according to the respective amounts of their Revolving Credit Commitments), from and enforcement of the Loan Documentsagainst any and # for anyall liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind andor nature whatsoever which may be imposed on, incurred byby, or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documentsthis Agreement or any other document delivered in connection therewithaction taken or omitted by the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents; provided,Administrative Agent under this Agreement, provided that no Lender[[Organization B:Organization]] shall be liable for any portion 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 arisen solelysuch liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct ofmisconduct. Without limiting the foregoing, each [[Organization B:Organization]] agrees to reimburse the Administrative Agent. The obligations and agreementsAgent promptly upon demand for its ratable share of any out‑of‑pocket expenses (including reasonable counsel fees) incurred by the Lenders underAdministrative 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 [Section 11.8] shall surviveAgreement, to the termination of this Agreement.extent that the Administrative Agent is not reimbursed for such expenses by the [[Organization A:Organization]].

TheSECTION # Indemnification of Administrative Agent’s Reimbursement and Indemnification. The Lenders agreeAgent. Each Lender, on a pro rata basis, based on its Aggregate Exposure Percentage, severally (but not jointly) agrees to reimburse and indemnify the Administrative Agent ratably in proportionand its Related Parties, to their respective Pro Rata Shares # for any amounts not reimbursed by the Borrowers for whichextent that the Administrative Agent is entitledor its Related Parties shall not have been reimbursed by any Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs (which shall be limited to reimbursement byone (1) counsel, at any given time, to the Borrowers underAdministrative Agent, and if reasonably necessary, one (1) local counsel, at any given time, to the Loan Documents, # forAdministrative Agent in each relevant jurisdiction)) or disbursements of any other expenseskind or nature whatsoever which may be imposed on, incurred by or on behalf of or asserted against the Administrative Agent or its Related Parties (solely to the extent such Related Party was performing services on behalf of the Lenders,Administrative Agent) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents (including in connection with the preparation, execution, delivery, administration and enforcementenforcing a Lender’s indemnification obligation hereunder); provided that no Lender shall be liable for any portion of the Loan Documents and # for anysuch 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 againstresulting from the Administrative Agent in any way relating toAgent’s or arising out of the Loan Documentsits Related Parties’, as applicable, gross negligence or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof 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 judgmentwillful misconduct, as determined by a court of competent jurisdiction to have arisen solely from the gross negligence or willful misconduct of the Administrative Agent. The obligationsin a final and agreements of the Lenders under this [Section 11.8] shall survive the termination of this Agreement.non-appealable judgment.