Common use of Indemnification by Borrower Clause in Contracts

Indemnification by Borrower. Borrower shall indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplated, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify In consideration of the execution and delivery of this Agreement by Lender and the agreement to extend the Commitments provided hereunder, Borrower hereby agrees to indemnify, exonerate and hold Lender, and each Related Party of the officers, directors, employees, Affiliates and agents of Lender (each such Person being called an a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities, damagesdamages and expenses, liabilities and related expenses including Legal Costs (including collectively, the fees, charges and disbursements of any counsel for any Indemnitee“Indemnified Liabilities”), incurred by Lender Parties or any Indemnitee of them as a result of, or asserted against arising out of, or relating to (a) any Indemnitee by tender offer, merger, purchase of equity interests, purchase of assets (including the Related Transactions) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any third party of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other party hereto arising out ofLoan Party, in connection with(c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, or as a result of (id) the execution investigation, cleanup or delivery remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Loan Agreement, Agreement or any other Loan Document or any agreement or instrument contemplatedby Lender, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Liabilities result from the applicable Lender Party’s own gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in If and to the course of extent that the foregoing undertaking may be unenforceable for any proceeding of any nature contemplated by this subsection between or among Indemniteereason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 9.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any party heretomodification, each such party shall be responsible for their own fees release or discharge of, any or all of the Collateral Documents and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment termination of its reasonable costs and expenses from the other party or partiesthis Agreement.

Indemnification by Borrower. Borrower shall indemnify Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party theretothereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify Agent, each Lender and the L/C Issuer, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, penalties and related expenses (other than Taxes or Other Taxes which shall only be indemnified by Borrower to the extent provided in Section 3.01(c)), including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable and customary fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of Agent and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party theretothereto in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided howeverBorrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the course of any proceeding of any nature transactions contemplated hereby asserted by this subsection between or among Indemnitee, an Indemnitee against Borrower or any party heretoother Loan Party; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of Borrower under the preceding provisions of this subsection. If any claim, each demand, action or cause of action is asserted against any Indemnitee, such party Indemnitee shall be responsible for their own fees promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this subsection. Such Indemnitee may (and expensesshall, provided furtherif requested by Borrower in writing) contest the validity, that following a nonappealable judgmentapplicability and amount of such claim, the prevailing party demand, action or substantially prevailing party shall be entitled to payment cause of its reasonable costs and expenses from the other party or partiesaction.

Indemnification by Borrower. Borrower shall indemnify Lender each Agent and each Related Party thereof, and each Lender, the Letter of Lender Credit Issuer and each of their respective Affiliates, directors, officers, employees, counsel, agents and attorneys in fact (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Borrower Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Loan Credit Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents; (ii) any actual Loan or alleged presence Letter of Credit or release the use or proposed use of hazardous materials on or from the proceeds therefrom (including any Property owned or operated refusal by Borrower, or any environmental liability related the Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in any way to Borrower or any connection with such demand do not strictly comply with the terms of its Subsidiaries, such Letter of Credit); or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoBorrower Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses expenses: (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee Indemnitee; or (yB) result from a claim brought by Borrower or any other party hereto Borrower Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Borrower Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course ; or (C) result from any settlement by any Indemnitee of any proceeding of claim or threatened claim that is otherwise subject to indemnification under this Section unless Borrower has consented in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed; or (D) to the extent resulting from any nature contemplated by dispute among Indemnitees (or their Related Parties); provided that the Administrative Agent to the extent fulfilling its role as an agent under this subsection between Credit Agreement or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesLoan Documents in its capacity as such, shall remain indemnified. For avoidance of doubt, this Section 13.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower Each Loan Party shall indemnify each Agent (and any sub-agent thereof), each Lender and Receiver, and each Related Party of Lender any of the foregoing persons (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all reasonable out-of-pocket losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release Release or threatened Release of hazardous materials on Hazardous Materials on, at, under or from any Property owned property owned, leased or operated by Borrowerany Company at any time, or any environmental liability Environmental Claim related in any way to Borrower or any of its SubsidiariesCompany, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such party hereto Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided howeverWITHOUT LIMITATION OF THE FOREGOING, in the course of any proceeding of any nature contemplated by this subsection between or among IndemniteeIT IS THE INTENTION OF THE LOAN PARTIES, Borrower or any party heretoAND THE LOAN PARTIES AGREE, each such party shall be responsible for their own fees and expensesTHAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO LOSSES, provided furtherCLAIMS, that following a nonappealable judgmentDAMAGES, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesPENALTIES, LIABILITIES AND RELATED EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR), WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE.

Indemnification by Borrower. Borrower shall indemnify Lender each Agent and each Related Party thereof, and each Lender, the Letter of Lender Credit Issuer and each of their respective Affiliates, directors, officers, employees, counsel, agents and attorneys in fact (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Borrower Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Loan Credit Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents; (ii) any actual Loan or alleged presence Letter of Credit or release the use or proposed use of hazardous materials on or from the proceeds therefrom (including any Property owned or operated refusal by Borrower, or any environmental liability related the Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in any way to Borrower or any connection with such demand do not strictly comply with the terms of its Subsidiaries, such Letter of Credit); or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoBorrower Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses expenses: (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee Indemnitee; or (yB) result from a claim brought by Borrower or any other party hereto Borrower Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Borrower Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course ; or (C) result from any settlement by any Indemnitee of any proceeding of claim or threatened claim that is otherwise subject to indemnification under this Section 13.06(b) unless Borrower has consented in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed; or (D) to the extent resulting from any nature contemplated by dispute among Indemnitees (or their Related Parties); provided that the Administrative Agent to the extent fulfilling its role as an agent under this subsection between Credit Agreement or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesLoan Documents in its capacity as such, shall remain indemnified. For avoidance of doubt, this Section 13.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify each Agent (and any sub-agent thereof), each Lender and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any IndemniteeIndemnitee (which, in the case of counsel, shall be limited to the reasonable and documented fees, disbursements and other charges of (i) one primary counsel and one additional local counsel in each applicable jurisdiction for the Administrative Agent, (ii) one additional primary counsel, and one additional counsel in each applicable jurisdiction, for all other Indemnitees (taken as a whole) and (iii) solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees (taken as a whole)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Related Party of Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Facility Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of each Agent (and any sub-agent thereof) and its respective Related Parties only, the administration of this Agreement and the other Facility Documents, (ii) any actual Loan or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrowerthe proceeds therefrom, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any joint or other instructions requested or required by Borrower and given to Custodian under the Control Agreement, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoRelated Party of Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by Borrower or any other party hereto Related Party of Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Facility Document, if Borrower or such party hereto Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated jurisdiction or (z) arise solely from a claim brought by this subsection between or among one Indemnitee against another Indemnitee, except for any claims against any Agent in its capacity as such, that does not involve any act or omission of Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesAffiliates.

Indemnification by Borrower. The Borrower shall agrees to indemnify Lender the Administrative Agent, the Arrangers, each Issuing Bank, each syndication agent and each documentation agent identified on the cover hereto, and each Lender, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any the other Loan Document Documents or any agreement or instrument contemplatedcontemplated hereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplatedcontemplated hereby or thereby, (ii) any actual Loan or alleged presence Letter of Credit or release the use of hazardous materials on or from the proceeds therefrom (including any Property owned or operated refusal by Borrower, or any environmental liability related Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in any way to Borrower or any connection with such demand do not strictly comply with the terms of its Subsidiaries, such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, theory and regardless of whether any Indemnitee is a party theretothereto (and regardless of whether or not brought by the Borrower or another Person); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xa) arise from a dispute solely among the Indemnitees and not arising from any act or omission of the Borrower or its Affiliates (other than disputes against any agent or arranger in its capacity as such or in fulfilling its role as such) or (b) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Notwithstanding the foregoing, this Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or (y) other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent such damages result from a claim brought by Borrower the gross negligence or any other party hereto against an Indemnitee for breach in bad faith willful misconduct of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim Indemnitee as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated jurisdiction by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees final and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify hereby agrees to indemnify, exonerate and hold Agent, each Lender and each Related Party of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each such Person being called an a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all lossesactions, claimscauses of action, suits, losses (other than loss of profits or consequential damages), liabilities liabilities, damages and related expenses expenses, including Legal Costs (including collectively, the fees, charges and disbursements of any counsel for any Indemnitee“Indemnified Liabilities”), incurred by Lender Parties or any Indemnitee of them as a result of, or asserted against arising out of, or relating to any Indemnitee by act or omission of any third party Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other party hereto arising out ofLoan Party, in connection with(c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, or as a result of (id) the execution investigation, cleanup or delivery remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Loan Agreement, Agreement or any other Loan Document or by any agreement or instrument contemplatedLender Party, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or related expenses (x) are willful misconduct as finally determined by a court of competent jurisdiction by final in a non-appealable judgment. If and nonappealable judgment to have resulted from the gross negligence or willful misconduct extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such Indemnitee or (y) result from a claim brought by Borrower each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any other party hereto against an Indemnitee for breach in bad faith modification, release or discharge of, any or all of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final the Collateral Documents and nonappealable judgment in its favor on such claim as determined by a court termination of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesAgreement.

Indemnification by Borrower. Borrower shall agrees to indemnify Lender and each Related Party of to hold Lender (each such Person being called an “Indemnitee”) harmless from and against, and hold each Indemnitee harmless fromto defend Lender by counsel approved by Lender against, any and all lossesclaims directly or indirectly arising out of or resulting from any transaction, claimsact, damagesomission, liabilities and related expenses event or circumstance in any way connected with the Property or the Obligations (a “Claim”), including any Claim arising out of or resulting from (a) construction of the feesImprovements, charges and disbursements including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any counsel Laws or to comply with any agreement that applies to the Property; (c) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (d) any other Default hereunder or under any of the other Loan Documents; or (e) any assertion or allegation that Lender is liable for any Indemnitee), incurred by any Indemnitee act or asserted against any Indemnitee by any third party or by omission of Borrower or any other party hereto arising out of, Person in connection withwith the ownership, development, financing, leasing, operation or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplated, the performance by the parties hereto of their respective obligations or the consummation sale of the transactions contemplated, Property (ii) any actual or alleged presence or release of hazardous materials on or other than Claims arising from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the Lender’s gross negligence or willful misconduct misconduct). Notwithstanding anything herein to the contrary, if the law of such Indemnitee the State requires the payment of any tax, fee, or (y) result from a claim brought by other monetary obligation in connection with the delivery and/or recording of any of the Loan Documents, the payment of said tax, fee or other monetary obligation shall be the responsibility of the Borrower and if said tax, fee, or monetary obligation is unpaid and becomes due at any time, Borrower shall pay said tax, fee, or monetary obligation, or any penalty or interest associated with the non-payment of said tax, fee, or monetary obligation on demand and shall indemnify Lender for any tax, fee, or monetary obligation or any penalties or interest associated with the non-payment of said tax, fee, or monetary obligation. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other party hereto against an Indemnitee for breach in bad faith action by Lender to enforce the rights and remedies of such Indemnitee’s obligations Lender hereunder or under any the other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesDocuments.

Indemnification by Borrower. The Borrower shall indemnify Lender the Administrative Agent, each LC Issuer and each Lender, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the fees, charges and disbursements of any outside legal counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any other agreement or instrument contemplatedcontemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplatedcontemplated hereby, (ii) any actual Loan or alleged presence Letter of Credit or release the use of hazardous materials on or from the proceeds therefrom, including any Property owned or operated refusal by Borrowerthe respective LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, or (iii) any environmental liability Environmental Liability related in any way to the Parent, the Borrower or any of its Subsidiariesthe Subsidiaries (and not caused by the actions of any Indemnitee), or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, theory and regardless of whether such claim, litigation, investigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee, whether any Indemnitee is a party thereto; thereto and whether or not the Transactions are consummated, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (y) result results from a claim brought by Borrower disputes among such Lender and one or any more other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesLenders.

Indemnification by Borrower. Borrower shall indemnify Lender (and any sub-agent thereof), and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any one counsel for Indemnitees), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Restricted Person arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLender, and regardless of whether any Indemnitee is a party thereto; . THE FOREGOING INDEMNIFICATION WILL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Restricted Person against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Restricted Person has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. The Borrower shall indemnify Lender and defend each Agent (and any sub-agent thereof), each Lender, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other party hereto Loan Party (collectively, “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any actual Loan or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative or contributory negligence of any Indemnitee or its agents; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such any Indemnitee or (y) result its agents. This Section 12.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims and damages arising from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. (a) The Borrower shall hereby agrees to indemnify Lender each Secured Party and each Related Party of Lender (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the all fees, charges costs and disbursements expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other party hereto arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Loan Agreement, any other Loan Document Transaction Document, or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, or the administration (other than expenses that do not constitute out-of-pocket expenses) or enforcement thereof; (ii) any Senior Debt or the use or proposed use of the proceeds therefrom (including any refusal by any Holder of Senior Debt to honor any demand for payment under any Senior Debt Instrument, as applicable, if the documents presented in connection with such demand do not strictly comply with the terms the applicable Senior Debt Instrument); (iii) any actual or alleged presence presence, Release or release threatened Release of hazardous materials Hazardous Materials in violation of Environmental Laws or that can reasonably result in an Environmental Claim on or from the Project or any Property property owned or operated by the Borrower, or any environmental Environmental Affiliate or any liability pursuant to an Environmental Law related in any way to Borrower the Project or the Borrower, except for Releases of Hazardous Materials that are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any of its Subsidiaries, or Indemnitee; (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other party heretoof the Borrower's members, managers or creditors, and regardless of whether any Indemnitee is a party theretothereto and whether or not any of the transactions contemplated hereunder or under any of the other Financing Documents is consummated, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided or (v) any claim, demand or liability for broker's or finder's or placement fees or similar commissions, whether or not payable by the Borrower, alleged to have been incurred in connection with such transactions, other than any broker's or finder's fees payable to Persons engaged by any Holder of Senior Debt or Affiliates or Related Parties thereof; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, or (y) shall have arisen from a dispute between or among the Indemnitees or from a claim of an Indemnitee against another Indemnitee (in each case, other than any dispute involving claims against the Intercreditor Agent or against an Indemnitee in its capacity as a Joint Lead Arranger, Joint Lead Bookrunner, agent or similar role hereunder, unless such claims arise from the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documenteach case, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as to the extent determined by a court of competent jurisdiction. Provided howeverjurisdiction by final and non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee)), which in either case is not the course result of any proceeding an act or omission of any nature contemplated by this subsection between or among Indemnitee, the Borrower or any party heretoof its Affiliates. (b) To the extent that the Borrower for any reason fails to pay in full any amount required under Section 10.7 (Costs and Expenses) or Section 10.10(a) above to be paid by it to the Intercreditor Agent or any Related Party thereof or the Common Security Trustee or any Related Party thereof, each Secured Debt Holder severally agrees to pay to the Intercreditor Agent, the Common Security Trustee, or such party Related Party, as the case may be, such Secured Debt Holder's ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Intercreditor Agent, the Common Security Trustee or the applicable Related Party, in its capacity as such. The obligations of the Secured Debt Holders to make payments pursuant to this Section 10.10(b) are several and not joint and shall survive the payment in full of the Obligations and the termination of this Agreement. The failure of any Secured Debt Holder to make payments on any date required hereunder shall not relieve any other Secured Debt Holder of its corresponding obligation to do so on such date, and no Secured Debt Holder shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party failure of any other Secured Debt Holder to do so. (c) All amounts due under this Section 10.10 shall be entitled to payment of its reasonable costs and expenses from the other party or parties.payable not later than thirty

Indemnification by Borrower. Borrower shall indemnify Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee; (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between ; or among Indemnitee, Borrower (z) are or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled relate to payment of its reasonable costs and expenses from the other party or partiesTaxes.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender and the Letter of Credit Issuer, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Borrower Party) other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Loan Credit Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, ; or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoBorrower Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses expenses: (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee Indemnitee; or (yB) result from a claim brought by Borrower or any other party hereto Borrower Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Borrower Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided howeverWithout limiting the provisions of Section 4.01, in the course of this Section 13.06(b) shall not apply with respect to Taxes other than any proceeding of Taxes that represent losses, claims, damages, etc. arising from any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. Each Borrower shall agrees to indemnify Lender and each Related Party of to hold Lender (each such Person being called an “Indemnitee”) harmless from and against, and hold each Indemnitee harmless fromto defend Lender by counsel approved by Lender against, any and all lossesClaims directly or indirectly arising out of or resulting from any transaction, claimsact, damagesomission, liabilities and related expenses event or circumstance in any way connected with any of the Properties or the Loan, including any Claim arising out of or resulting from (a) any construction activity at any Property, including any defective workmanship or materials; (b) any failure by any Borrower to comply with the fees, charges and disbursements requirements of any counsel Laws or to comply with any agreement that applies or pertains to any Property, including any agreement with a broker or “finder” in connection with the Loan or other financing of any Property; (c) any failure by any Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (d) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (e) any assertion or allegation that Lender is liable for any Indemnitee), incurred by act or omission of any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, Person in connection withwith the ownership, financing, leasing, operation or as sale of any Property; WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF SUCH INDEMNIFIED PARTY. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO AN INDEMNIFIED PARTY TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. The agreements and indemnifications contained in this Section shall apply to Claims relating to a result Property during a Borrower’s ownership thereof arising both before and after the repayment of (i) the execution or delivery Loan and shall survive the repayment of this Loan Agreementthe Loan, any other Loan Document foreclosure or any agreement deed, assignment or instrument contemplated, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related conveyance in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or lieu thereof and any other theory, whether brought action by a third party or by Borrower or any other party hereto, Lender to enforce the rights and regardless remedies of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations Lender hereunder or under any the other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesDocuments.

Indemnification by Borrower. Borrower shall indemnify Lender (and any sub-agent thereof) and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each other Lender Party and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Related Party of Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its respective Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any actual Loan, any Letter of Credit or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiariesthe proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoRelated Party of Borrower, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Related Party of Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided howeverThis Section 8.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, in the course of claims, damages, etc. arising from any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Lender the Administrative Agent (and any sub-agent thereof), the Arranger (and any sub-agent thereof) each Lender, and each Related Party of Lender any of the foregoing persons (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any actual Loan or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiariesthe proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (with any time for appeals having expired) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Loan Party has obtained a final and nonappealable judgment (with any time for appeals having expired) in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. The Borrower shall hereby ---------------------------- agrees to indemnify Lender the Agent and the Lenders and each Related Party of Lender officer, director, employee and agent thereof (herein individually each such Person being called an “"Indemnitee”" and collectively called the "Indemnitees") against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities and related reasonable expenses (including including, without limitation, reasonable attorneys' fees) and liabilities (all of the fees, charges and disbursements of any counsel for any Indemnitee), foregoing being herein called the "Indemnified Liabilities") incurred by any an Indemnitee in connection with or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document Agreement or any agreement or instrument contemplatedcontemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation use of the transactions contemplatedproceeds of any Advance (including but not limited to any such loss, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigationdamage, investigation expense or proceeding relating liability arising out of any claim in which it is alleged that any "Environmental Law" has been breached with respect to any activity or property of the foregoingBorrower), whether based on contract, tort or except for any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless portion of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, expenses or liabilities or related expenses (x) are determined by incurred solely as a court result of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such the applicable Indemnitee or (y) result from a claim brought by Borrower the breach of this Agreement or any other party hereto against an Indemnitee for breach in bad faith Loan Document by that Indemnitee. "Environmental Law" shall mean (i) any federal, state or local law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, legal doctrine, order, directive, executive or administrative order, judgment, decree, injunction, legal requirement or agreement with any governmental entity relating to (A) the protection, preservation or restoration of such Indemnitee’s obligations hereunder the environment (which includes, without limitation, air, water vapor, surface water, groundwater, drinking water supply, structures, soil, surface land, subsurface land, plant and animal life or under any other Loan Documentnatural resource), if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim to human health or safety as determined by a court of competent jurisdiction. Provided howeverit relates to hazardous materials, or (B) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of, hazardous materials, in each case as amended and as now in effect, including, without limitation, the course Federal Comprehensive Environmental Response, Compensation and Liability Act of any proceeding 1980, the Superfund Amendments and Reauthorization Act of any nature contemplated by this subsection between or among Indemnitee1986, Borrower the Federal Water Pollution Control Act of 1972, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976 (including, but not limited to, the Hazardous and Solid Waste Amendments thereto and Subtitle I relating to underground storage tanks), the Federal Solid Waste Disposal and the Federal Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Federal Occupational Safety and Health Act of 1970 as it relates to hazardous materials, the Federal Hazardous Substances Transportation Act, the Emergency Planning and Community Right-To-Know Act, the Safe Drinking Water Act, the Endangered Species Act, the National Environmental Policy Act, the Rivers and Harbors Appropriation Act or any party heretoso-called "Superfund" or "Superlien" law, each as amended and as now or hereafter in effect, and (ii) any common law or equitable doctrine (including, without limitation, injunctive relief and tort doctrines such party shall as negligence, nuisance, trespass and strict liability) that imposes liability or obligations for injuries or damages due to, or threatened as a result of the presence of or exposure to any hazardous material. If and to the extent that the foregoing indemnity may be responsible unenforceable for their own fees and expenses, provided further, that following a nonappealable judgmentany reason, the prevailing party or substantially prevailing party Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section shall be entitled to payment survive any termination of its reasonable costs and expenses from the other party or partiesthis Agreement.

Indemnification by Borrower. Borrower The Borrowers shall indemnify each Agent (and any sub-agent thereof), each Lead Arranger, each Syndication Agent, each Lender and the Issuing Bank, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses reasonable documented out-of-pocket fees and expenses, including any applicable non-refundable value added taxes (including solely to the extent not indemnifiable by the Borrowers under Section 2.20) (limited, in the case of legal fees and expenses, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges and disbursements of any one common counsel for any Indemniteeall Indemnitees and, solely in the case of an actual or reasonably potential conflict of interest where the Indemnitees affected by such conflict inform the Borrowers of such conflict and thereafter, retain their own counsel, one additional conflicts counsel to each group of similarly affected Indemnitees taken as a whole and (in either case), to the extent reasonably necessary, one local counsel, one foreign counsel and one regulatory counsel in each relevant jurisdiction (which may be a single counsel for multiple jurisdictions) to all (and/or each group of similarly affected) Indemnitees), joint or several but in each such case, excluding allocated costs of in-house counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Holdings, LLC Subsidiary, any Borrower or any of the Restricted Subsidiaries) other party hereto than such Indemnitee and its Related Parties to the extent arising out of, in connection with, or as a result of (i) the structuring, arrangement or syndication of the credit facilities provided for herein, (ii) the execution or delivery of this Loan Agreement, any other Loan Credit Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (iiiii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iv) any actual or alleged presence or release Release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerHoldings, any Borrower or any Restricted Subsidiary, or any environmental liability Environmental Claim related in any way to Holdings, any Borrower or any of its SubsidiariesRestricted Subsidiary, or (iiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding), whether brought by a third party or by Holdings, any Borrower or any other party heretoof the Restricted Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that provided, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or Indemnitee, (yx) result from a claim brought by Borrower or any other party hereto against an Indemnitee for material breach in bad faith of such Indemnitee’s (or any of its Related Parties’) obligations hereunder or under any other Loan Credit Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated jurisdiction by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees a final and expenses, provided further, that following a nonappealable judgment, (y) result from disputes solely among such Indemnitees (other than any claims against an Indemnitee acting in its capacity as the prevailing party Administrative Agent, Collateral Agent, a Lead Arranger, a Syndication Agent or substantially prevailing party shall be entitled to payment any such agent hereunder) and not arising out of any act or omission of Sponsor, Holdings, LLC Subsidiary or any of its reasonable costs and expenses Subsidiaries or their Affiliates or (z) relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from the other party or partiesany non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify each Agent and Lender (and any sub-agent thereof) and each Related Party of Lender any of the foregoing Persons (each such Person being called Person, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Related Party of Borrower arising out of, in connection with, or as a result of (i) the execution preparation, negotiation, execution, delivery or delivery administration of this Loan Agreement, any other Margin Loan Document Documentation or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplatedcontemplated by this Agreement (which, for the avoidance of doubt, shall not include any hedging activities by any Indemnitee), any other Margin Loan Documentation or any agreement or instrument contemplated hereby or thereby, (ii) any actual Advance or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiariesthe proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoRelated Party of Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties or (y) result from arise out of any dispute among Indemnitees (other than a claim brought by dispute involving claims against Administrative Agent or any Calculation Agent, in each case, in their respective capacities as such) that did not involve actions or omissions of the Borrower or its Affiliates. This Section 9.04 shall not apply to Taxes, other than any other party hereto against Taxes that represent losses, claims, damages or liabilities in respect of a non-Tax claim. With respect to expenses of counsel that are indemnifiable hereunder, the Borrower shall provide an Indemnitee for breach indemnity only if all Indemnitees that obtain indemnification hereunder with respect to a substantially related claim engage a single counsel in bad faith each relevant jurisdiction unless the interest of such Indemnitee’s obligations hereunder Indemnitees are materially adverse to one another or under any other Loan Documentto the extent it would be advisable with respect to applicable legal, if Borrower regulatory or self-regulatory requirements or with related policies and procedures applicable to such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled Indemnitees to payment of its reasonable costs and expenses from the other party or partiesengage separate counsel.

Indemnification by Borrower. Borrower shall indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the fees, charges and disbursements of any counsel for any IndemniteeIndemnitee (collectively, “Losses”), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any actual Loan or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiariesthe proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoBorrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee Indemnitee. The foregoing indemnity set forth in this Section 10.5(b) shall not apply with respect to (1) Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim or (y2) result from a claim brought any Losses which are the subject of the Environmental Indemnity Agreement, it being the intention of the parties hereto that Borrower’s liability for environmental matters be governed exclusively by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final the Environmental Indemnity Agreement and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated not by this subsection between or among IndemniteeAgreement. BORROWER SHALL INDEMNIFY THE INDEMNITEES PURSUANT TO THIS SECTION REGARDLESS OF WHETHER THE ACT, Borrower or any party heretoOMISSION, each such party shall be responsible for their own fees and expensesFACTS, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesCIRCUMSTANCES OR CONDITIONS GIVING RISE TO SUCH INDEMNIFICATION WERE CAUSED IN WHOLE OR IN PART BY THE INDEMNITEES’ NEGLIGENCE OR ALLEGED NEGLIGENCE (BUT NOT INDEMNITEES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

Indemnification by Borrower. Borrower The Borrowers shall indemnify each Agent (and any sub-agent thereof), each Lead Arranger, each Lender and the Issuing Bank, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses reasonable documented out-of-pocket fees and expenses, including any applicable non-refundable value added taxes (including solely to the extent not indemnifiable by the Borrowers under Section 2.20) (limited, in the case of legal fees and expenses, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges and disbursements of any one common counsel for any Indemniteeall Indemnitees and, solely in the case of an actual or reasonably potential conflict of interest where the Indemnitees affected by such conflict inform the Borrowers of such conflict and thereafter, retain their own counsel, one additional conflicts counsel to each group of similarly affected Indemnitees taken as a whole and (in either case), to the extent reasonably necessary, one local counsel, one foreign counsel and one regulatory counsel in each relevant jurisdiction (which may be a single counsel for multiple jurisdictions) to all (and/or each group of similarly affected) Indemnitees), joint or several but in each such case, excluding allocated costs of in-house counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Holdings, LLC Subsidiary, any Borrower or any of the Restricted Subsidiaries) other party hereto than such Indemnitee and its Related Parties to the extent arising out of, in connection with, or as a result of (i) the structuring, arrangement or syndication of the credit facilities provided for herein, (ii) the execution or delivery of this Loan Agreement, any other Loan Credit Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (iiiii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iv) any actual or alleged presence or release Release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerHoldings, any Borrower or any Restricted Subsidiary, or any environmental liability Environmental Claim related in any way to Holdings, any Borrower or any of its SubsidiariesRestricted Subsidiary, or (iiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding), whether brought by a third party or by Holdings, any Borrower or any other party heretoof the Restricted Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that provided, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or Indemnitee, (yx) result from a claim brought by Borrower or any other party hereto against an Indemnitee for material breach in bad faith of such Indemnitee’s (or any of its Related Parties’) obligations hereunder or under any other Loan Credit Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated jurisdiction by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees a final and expenses, provided further, that following a nonappealable judgment, (y) result from disputes solely among such Indemnitees (other than any claims against an Indemnitee acting in its capacity as the prevailing party Administrative Agent, Collateral Agent, a Lead Arranger or substantially prevailing party shall be entitled to payment any such agent hereunder) and not arising out of any act or omission of Sponsor, Holdings, LLC Subsidiary or any of its reasonable costs and expenses Subsidiaries or their Affiliates or (z) relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from the other party or partiesany non-Tax claim.

Indemnification by Borrower. Borrower The Borrowers shall indemnify Lender each Agent (and any sub-agent thereof), each Lead Arranger, the Syndication Agent, each Lender, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses reasonable documented out-of-pocket fees and expenses, including any applicable non-refundable value added taxes (including solely to the extent not indemnifiable by the Borrowers under Section 2.20) (limited, in the case of legal fees and expenses, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges and disbursements of any one common counsel for any Indemniteeall Indemnitees and, solely in the case of an actual or reasonably potential conflict of interest where the Indemnitees affected by such conflict inform the Borrowers of such conflict and thereafter, retain their own counsel, one additional conflicts counsel to each group of similarly affected Indemnitees taken as a whole and (in either case), to the extent reasonably necessary, one local counsel, one foreign counsel and one regulatory counsel in each relevant jurisdiction (which may be a single counsel for multiple jurisdictions) to all (and/or each group of similarly affected) Indemnitees), joint or several but in each such case, excluding allocated costs of in- house counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Holdings, LLC Subsidiary, any Borrower or any of the Restricted Subsidiaries) other party hereto than such Indemnitee and its Related Parties to the extent arising out of, in connection with, or as a result of (i) the structuring, arrangement or syndication of the credit facilities provided for herein, (ii) the execution or delivery of this Loan Agreement, any other Loan Credit Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (iiiii) any Loan or the use or proposed use of the proceeds therefrom, (iv) any actual or alleged presence or release Release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerHoldings, any Borrower or any Restricted Subsidiary, or any environmental liability Environmental Claim related in any way to Holdings, any Borrower or any of its SubsidiariesRestricted Subsidiary, or (iiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding), whether brought by a third party or by Holdings, any Borrower or any other party heretoof the Restricted Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that provided, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or Indemnitee, (yx) result from a claim brought by Borrower or any other party hereto against an Indemnitee for material breach in bad faith of such Indemnitee’s (or any of its Related Parties’) obligations hereunder or under any other Loan Credit Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated jurisdiction by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees a final and expenses, provided further, that following a nonappealable judgment, (y) result from disputes solely among such Indemnitees (other than any claims against an Indemnitee acting in its capacity as the prevailing party Administrative Agent, Collateral Agent, a Lead Arranger, a Syndication Agent or substantially prevailing party shall be entitled to payment any such agent hereunder) and not arising out of any act or omission of Sponsor, Holdings, LLC Subsidiary or any of its reasonable costs and expenses Subsidiaries or their Affiliates or (z) relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from the other party or partiesany non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys, who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement document contemplated hereby or instrument contemplatedthereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated, contemplated hereby or thereby; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by Borrower, any Subsidiary thereof or any environmental liability other Loan Party, or any Environmental Claim or Environmental Liability related in any way to Borrower Borrower, any Subsidiary thereof or any of its Subsidiaries, other Loan Party; or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower Borrower, any Subsidiary thereof or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted result from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify Lender Administrative Agent, Collateral Agent (and any sub-agent thereof) and each Lender, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Credit Party) arising out of, in connection with, or as a result of (ia) the execution or delivery execution, delivery, performance, administration and enforcement of this Loan Agreement, any other Loan Credit Document or any agreement or instrument contemplatedcontemplated thereby or any amendment, supplement or modification thereto, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (iib) any Loan or the use or proposed use of the proceeds therefrom, (c) any actual or alleged presence or release Release of hazardous materials Hazardous Substances on or from any Property property owned or operated by Borrower, or any environmental liability Environmental Claim related in any way to Borrower or any of its SubsidiariesBorrower, or (iiid) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoCredit Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Credit Document, if Borrower or such party hereto Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided howeverThis Section 12.4.2 shall not apply with respect to Taxes other than any Taxes that represent losses, in the course of claims, damages, etc. arising from any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender (including the Issuing Lender), and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable out of pocket expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby (including any Specified Swap Agreements), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous materials Materials of Environmental Concern on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or Borrower, any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for the material breach in bad faith of any material obligation under any Loan Document by such Indemnitee’s obligations hereunder or under . This Section 10.5(b) shall not apply with respect to Taxes other than any other Loan DocumentTaxes that represent losses, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionclaims, damages, etc. Provided however, in the course of arising from any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. The Borrower shall indemnify the Lender and each Related Party of the Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document Agreement or any agreement or instrument contemplatedcontemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplatedcontemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerRERH Holdings or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower RERH Holdings or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. The Borrower shall indemnify Lender each Agent (and each any sub-agent or Related Party of Lender thereof) (each such Person being called an “Agent Indemnitee”), each Lender (and any Related Party thereof) (each Person called a “Lender Indemnitee”; together with the Agent Indemnitee, each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable, documented out-of-pocket fees, charges and disbursements of any one primary outside counsel for any IndemniteeAgent Indemnitees and a primary firm of counsel for the Lender Indemnitees (in each case, except allocated costs of in-house counsel)) (and if reasonably necessary (as determined by the Agent Indemnitees or the Lender Indemnitees, as applicable), a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the Agent Indemnitees and a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the Lender Indemnitees (plus additional counsel desirable due to actual or reasonably perceived conflict of interest among such parties), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including the Borrower or any of its Subsidiaries) other party hereto than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Credit Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release Release of hazardous materials Hazardous Materials on or from any Property property owned or operated by Borrowerthe Borrower or its Subsidiaries, or any environmental liability related in any way to the Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other party heretoof its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that provided, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of, or a material breach of such Indemnitee or the Loan Documents by, any Indemnitee, (y) result relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from a any non-Tax claim or (z) arise out of, or in connection with, any proceeding that does not involve an act or omission by the Borrower or its Subsidiaries or any of their respective affiliates or that is brought by Borrower or an Indemnitee against any other party hereto Indemnitee (other than disputes involving claims against an Indemnitee for breach the Administrative Agent in bad faith of its capacity as such Indemnitee’s obligations hereunder or under in a similar agency or arranger role, but not any other Loan Document, if Borrower person or entity party to any such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesproceeding).

Indemnification by Borrower. (i) Without limiting or duplication of the provisions of Subsection (a) or (b) above, Borrower shall indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) againstshall, and hold does hereby, indemnify each Indemnitee harmless fromLender Party, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by Borrower or Administrative Agent or paid by such Lender Party, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to Borrower by a Lender Party (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender Party, shall be conclusive absent manifest error. (ii) Without limiting or duplication of the provisions of Subsection (a) or (b) above, each Lender shall, and does hereby, indemnify Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, against any and all Taxes and any and all related losses, claims, damagesliabilities, liabilities penalties, interest and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), Administrative Agent) incurred by any Indemnitee or asserted against any Indemnitee Administrative Agent by any third party or Governmental Authority as a result of the failure by Borrower or any other party hereto arising out of, in connection withsuch Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to Administrative Agent pursuant to Subsection (i) the execution e). Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or delivery of this Loan Agreement, any other Loan Document or against any agreement or instrument contemplated, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, amount due to Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation or replacement of Administrative Agent, any actual or alleged presence or release assignment of hazardous materials on or from any Property owned or operated rights by Borrowera Lender, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any the termination of the foregoingAggregate Commitments and the repayment, whether based on contract, tort satisfaction or any discharge of all other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesObligations.

Indemnification by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and each Related Party of Lender their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (each such Person being called an collectively the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and related expenses disbursements (including the fees, charges and disbursements Attorney Costs) of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by Borrower or any other party hereto arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Loan Agreement, any other Loan Document or any agreement other agreement, letter or instrument contemplated, delivered in connection with the performance by the parties hereto of their respective obligations transactions contemplated thereby or the consummation of the transactions contemplatedcontemplated thereby, (iib) any actual Commitment, Loan or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, the proceeds therefrom or (iiic) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by Borrower defense of any pending or any other party heretothreatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Table of Contents liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or (y) result from a claim brought by Borrower other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other party hereto against an Indemnitee for breach Loan Document or arising out of its activities in bad faith connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.11 shall be payable within 10 Business Days after demand therefor. The agreements in this Section shall survive the resignation of such Indemnitee’s obligations hereunder or under any other Loan Documentthe Administrative Agent, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course replacement of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgmentLender, the prevailing party termination of the Commitments and the repayment, satisfaction or substantially prevailing party shall be entitled to payment discharge of its reasonable costs and expenses from all the other party or partiesObligations.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify hereby agrees to indemnify, exonerate and hold Agent, each Lender and each Related Party of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each such Person being called an “Indemnitee”a "Lender Party") against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities, damagesdamages and expenses, liabilities and related expenses including Legal Costs (including collectively, the fees, charges and disbursements of any counsel for any Indemnitee"Indemnified Liabilities"), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower Lender Parties or any other party hereto of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets (including the Related Transactions) or other similar transaction financed or proposed to be financed in connection withwhole or in part, directly or as a result indirectly, with the proceeds of any of the Loans, (ib) the execution use, handling, release, emission, discharge, transportation, storage, treatment or delivery disposal of any Hazardous Substance at any property owned or leased by any Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or its respective predecessors are alleged to have directly or indirectly disposed of hazardous substances or (e) the execution, delivery, performance or enforcement of this Loan Agreement, Agreement or any other Loan Document or by any agreement or instrument contemplatedLender Party, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Liabilities result from the applicable Lender Party's own gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in If and to the course of extent that the foregoing undertaking may be unenforceable for any proceeding of any nature contemplated by this subsection between or among Indemniteereason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit, any foreclosure under, or any party heretomodification, each such party shall be responsible for their own fees release or discharge of, any or all of the Collateral Documents and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment termination of its reasonable costs and expenses from the other party or partiesthis Agreement.

Indemnification by Borrower. (a) The Borrower shall hereby agrees to indemnify Lender each Secured Party and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the all fees, charges costs and disbursements expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other party hereto arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Loan Agreement, any other Loan Document Transaction Document, or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, or the administration (other than expenses that do not constitute out-of-pocket expenses) or enforcement thereof; (ii) any Senior Debt or the use or proposed use of the proceeds therefrom (including any refusal by any Holder of Senior Debt to honor any demand for payment under any Senior Debt Instrument, as applicable, if the documents presented in connection with such demand do not strictly comply with the terms the applicable Senior Debt Instrument); (iii) any actual or alleged presence presence, Release or release threatened Release of hazardous materials Hazardous Materials in violation of Environmental Laws or that can reasonably result in an Environmental Claim on or from the Project or any Property property owned or operated by the Borrower, or any environmental Environmental Affiliate or any liability pursuant to an Environmental Law related in any way to Borrower the Project or the Borrower, except for Releases of Hazardous Materials that are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any of its Subsidiaries, or Indemnitee; (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other party heretoof the Borrower’s members, managers or creditors, and regardless of whether any Indemnitee is a party theretothereto and whether or not any of the transactions contemplated hereunder or under any of the other Financing Documents is consummated, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided or (v) any claim, demand or liability for broker’s or finder’s or placement fees or similar commissions, whether or not payable by the Borrower, alleged to have been incurred in connection with such transactions, other than any broker’s or finder’s fees payable to Persons engaged by any Holder of Senior Debt or Affiliates or Related Parties thereof; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, or (y) shall have arisen from a dispute between or among the Indemnitees or from a claim of an Indemnitee against another Indemnitee (in each case, other than any dispute involving claims against the Intercreditor Agent or against an Indemnitee in its capacity as a Joint Lead Arranger, Joint Lead Bookrunner, agent or similar role hereunder, unless such claims arise from the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documenteach case, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as to the extent determined by a court of competent jurisdiction. Provided howeverjurisdiction by final and non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee)), which in either case is not the course result of any proceeding an act or omission of any nature contemplated by this subsection between or among Indemnitee, the Borrower or any party heretoof its Affiliates. (b) To the extent that the Borrower for any reason fails to pay in full any amount required under Section 10.7 (Costs and Expenses) or Section 10.10(a) above to be paid by it to the Intercreditor Agent or any Related Party thereof or the Common Security Trustee or any Related Party thereof, each Secured Debt Holder severally agrees to pay to the Intercreditor Agent, the Common Security Trustee, or such party Related Party, as the case may be, such Secured Debt Holder’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Intercreditor Agent, the Common Security Trustee or the applicable Related Party, in its capacity as such. The obligations of the Secured Debt Holders to make payments pursuant to this Section 10.10(b) are several and not joint and shall survive the payment in full of the Obligations and the termination of this Agreement. The failure of any Secured Debt Holder to make payments on any date required hereunder shall not relieve any other Secured Debt Holder of its corresponding obligation to do so on such date, and no Secured Debt Holder shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party failure of any other Secured Debt Holder to do so. (c) All amounts due under this Section 10.10 shall be entitled to payment payable not later than thirty (30) days after demand therefor. (d) The provisions of its reasonable costs this Section 10.10 shall not supersede Sections 4.03 (Increased Costs) and expenses from 4.06 (Taxes) of the Term Loan A Credit Agreement, 4.03 (Increased Costs) and 4.06 (Taxes) of the KSURE Covered Facility Agreement, 4.03 (Illegality) and 4.06 (Taxes) of the KEXIM Direct Facility Agreement, or 4.03 (Increased Costs) and 4.06 (Taxes) of the KEXIM Covered Facility Agreement and similar provisions of any other party or partiesSecured Debt Instrument.

Indemnification by Borrower. Borrower shall will indemnify Lender and each its Related Party of Lender Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, from any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the transactions contemplated, contemplated thereby; (ii) any actual Loan or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, will not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of such Indemnitee Indemnitee, or (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. The Borrower shall agrees to indemnify Lender and hold harmless the Agent and each Related Party of Lender (and each such Person being called of their respective officers, agents, employees and directors) (each, an “IndemniteeIndemnified Party”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses and related expenses disbursements (including the feesincluding, charges without limitation, reasonable fees and disbursements of outside counsel) of any counsel for any Indemnitee)kind or nature whatsoever (“Claims”) which may be imposed on, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplated, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower such Lender or any of its Subsidiariesofficers, agents, employees or directors (iii) but excluding Claims of any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that Person resulting from such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the Person’s gross negligence or willful misconduct misconduct) in connection with or arising out of any investigation, litigation or proceeding (including, without limitation, any threatened investigation, litigation or proceeding or preparation of a defense in connection therewith) related to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances, except to the extent such Indemnitee claim, damage, loss, liability or (y) result expense resulted from a claim such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.06 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower the Borrower, its directors, equityholders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party hereto thereto and whether or not the transactions contemplated hereby are consummated. The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against an Indemnitee for breach in bad faith the Agent, any Lender, any of such Indemnitee’s obligations hereunder or under any other Loan Documenttheir Affiliates, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party heretoof their respective directors, each such party shall be responsible for their own fees officers, employees, attorneys and expensesagents, provided furtheron any theory of liability, that following a nonappealable judgmentarising out of or otherwise relating to the Notes, this Agreement, any of the prevailing party transactions contemplated herein or substantially prevailing party shall be entitled to payment the actual or proposed use of its reasonable costs and expenses from the other party or partiesproceeds of the Advances.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank, and each Related Party of Lender any of the foregoing persons (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and the reasonable and documented or invoiced out-of-pocket fees and expenses related expenses thereto (including the reasonable fees, charges and disbursements of any one counsel for any all Indemnitees and, if necessary, one local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and in the case of an actual conflict of interest, where the Indemnitee affected by such conflict informs Borrower of such conflict and thereafter retains its own counsel, of another counsel for such Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplated, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingfollowing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party theretothereto (i) the execution or delivery of this Agreement, any other Loan Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including the syndication of the credit facilities provided for herein or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guarantee)), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Company at any time, or any Environmental Claim related in any way to any Company; provided that such indemnity shall not, as to any Indemnitee, be available solely to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or Indemnitee. For the avoidance of doubt, paragraph (ya) result from a claim brought and (b) of this Section 10.03 shall not apply in respect of Taxes, which shall instead be governed by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesSection 2.14.

Indemnification by Borrower. Borrower shall indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable out-of-pocket documented expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party (other than losses due to lawsuits against an Indemnitee by a BofAML Entity) or by Borrower or any other party hereto Related Party of Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Facility Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any actual Advance or alleged presence the use or release proposed use of hazardous materials the proceeds therefrom, (iii) any Indemnitee acting in reliance on or from any Property owned or operated instruction given by Borrower, or any environmental liability related in any way to Borrower or any Indemnitee failing to follow the unlawful or unreasonable instructions of its SubsidiariesBorrower, (iv) any joint or other instructions requested or required by Borrower and given to Custodian under the Control Agreement, or (iiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party (other than losses due to lawsuits against an Indemnitee by a BofAML Entity) or by Borrower or any other party heretoRelated Party of Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Related Party of Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Facility Document, if Borrower or such party hereto Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify the Sole Lead Arranger, the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender and the Issuing Bank, and each Related Party of Lender any of the foregoing persons (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document Document, or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of hazardous materials on Hazardous Materials on, at, under or from any Property owned property owned, leased or operated by Borrowerany Company at any time, or any environmental liability Environmental Claim related in any way to Borrower or any of its SubsidiariesCompany, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify Lender and defend Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, Broker’s Commissions (including all expenses and attorney’s fees incurred by Administrative Agent or any Lender is connection with the defense of any action or proceeding brought to collect any such Broker’s Commissions), liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party (collectively, “Claims”) arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property owned or operated by BorrowerAggregate Real Property, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify Lender each Agent and each Related Party of thereof, and each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys in fact (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Borrower Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Loan Credit Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents; (ii) any actual Loan or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, the proceeds therefrom; or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoBorrower Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses expenses: (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee Indemnitee; or (yB) result from a claim brought by Borrower or any other party hereto Borrower Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Borrower Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course ; or (C) result from any settlement by any Indemnitee of any proceeding of claim or threatened claim that is otherwise subject to indemnification under this Section unless Borrower has consented in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed; or (D) to the extent resulting from any nature contemplated by dispute among Indemnitees (or their Related Parties); provided that the Administrative Agent to the extent fulfilling its role as an agent under this subsection between Credit Agreement or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesLoan Documents in its capacity as such, shall remain indemnified. For avoidance of doubt, this Section 13.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower The Borrowers shall indemnify Lender each Agent (and any sub-agent thereof), each Lead Arranger, each Lender, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses reasonable documented out-of-pocket fees and expenses, including any applicable non-refundable value added taxes (including solely to the extent not indemnifiable by the Borrowers under Section 2.20) (limited, in the case of legal fees and expenses, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges and disbursements of any one common counsel for any Indemniteeall Indemnitees and, solely in the case of an actual or reasonably potential conflict of interest where the Indemnitees affected by such conflict inform the Borrowers of such conflict and thereafter, retain their own counsel, one additional conflicts counsel to each group of similarly affected Indemnitees taken as a whole and (in either case), to the extent reasonably necessary, one local counsel, one foreign counsel and one regulatory counsel in each relevant jurisdiction (which may be a single counsel for multiple jurisdictions) to all (and/or each group of similarly affected) Indemnitees), joint or several but in each such case, excluding allocated costs of in-house counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Holdings, LLC Subsidiary, any Borrower or any of the Restricted Subsidiaries) other party hereto than such Indemnitee and its Related Parties to the extent arising out of, in connection with, or as a result of (i) the structuring, arrangement or syndication of the credit facilities provided for herein, (ii) the execution or delivery of this Loan Agreement, any other Loan Credit Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (iiiii) any Loan or the use or proposed use of the proceeds therefrom, (iv) any actual or alleged presence or release Release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerHoldings, any Borrower or any Restricted Subsidiary, or any environmental liability Environmental Claim related in any way to Holdings, any Borrower or any of its SubsidiariesRestricted Subsidiary, or (iiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding), whether brought by a third party or by Holdings, any Borrower or any other party heretoof the Restricted Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that provided, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or Indemnitee, (yx) result from a claim brought by Borrower or any other party hereto against an Indemnitee for material breach in bad faith of such Indemnitee’s (or any of its Related Parties’) obligations hereunder or under any other Loan Credit Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated jurisdiction by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees a final and expenses, provided further, that following a nonappealable judgment, (y) result from disputes solely among such Indemnitees (other than any claims against an Indemnitee acting in its capacity as the prevailing party Administrative Agent, Collateral Agent, a Lead Arranger or substantially prevailing party shall be entitled to payment any such agent hereunder) and not arising out of any act or omission of Sponsor, Holdings, LLC Subsidiary or any of its reasonable costs and expenses Subsidiaries or their Affiliates or (z) relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from the other party or partiesany non-Tax claim.

Indemnification by Borrower. Borrower shall The Loan Parties shall, jointly and severally, indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower any Loan Party or any other party hereto Related Party of a Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Facility Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) the Loan or the use or proposed use of the proceeds therefrom, any actual or alleged presence or release of hazardous materials Indemnitee acting in reliance on or from any Property owned or operated instruction given by Borrower, or any environmental liability related in any way to Borrower or any Indemnitee failing to follow the unlawful or unreasonable instructions of its SubsidiariesBorrower, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower a Loan Party or any other party heretoRelated Party of a Loan Party, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower a Loan Party or any other party hereto Related Party of a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Facility Document, if Borrower such Loan Party or such party hereto Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify Lender each Agent and each Related Party thereof, and each Lender, the Letter of Lender Credit Issuer and each of their respective Affiliates, directors, officers, employees, counsel, agents and attorneys in fact (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Borrower Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Loan Credit Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents; (ii) any actual Loan or alleged presence Letter of Credit or release the use or proposed use of hazardous materials on or from the proceeds therefrom (including any Property owned or operated refusal by Borrower, or any environmental liability related the Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in any way to Borrower or any connection with such demand do not strictly comply with the terms of its Subsidiaries, such Letter of Credit); or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoBorrower Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses expenses: (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee Indemnitee; or (yB) result from a claim brought by Borrower or any other party hereto Borrower Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Borrower Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course ; or (C) result from any settlement by any Indemnitee of any proceeding of claim or threatened claim that is otherwise subject to indemnification under this Section 13.06(b) unless Borrower has consented in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed; or (D) to the extent resulting from any nature contemplated by dispute among Indemnitees (or their Related Parties); provided that the Administrative Agent to the extent fulfilling its role as an agent under this subsection between Credit Agreement or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesLoan Documents in its capacity as such, shall remain indemnified. For avoidance of doubt, this Section 13.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of one New York counsel and one local counsel in any counsel for any Indemnitee), applicable jurisdiction) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Related Party of Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Facility Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) the Advance or the use or proposed use of the proceeds therefrom, including the purchase of the SINA Share, any actual claims, investigations, non-compliance, sanction or alleged presence or release of hazardous materials on or from other actions with respect to such Advance, including any Property owned or operated actions by Borrower, the SEC or any environmental liability related in any way to Borrower or any of its SubsidiariesGovernmental Authority, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoRelated Party of Borrower, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Related Party of Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Facility Document, if Borrower or such party hereto Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall Each Loan Party agrees to indemnify Lender and hold harmless each Related Party of Lender the Agents and the Lenders and their affiliates and their respective directors, officers, employees, administrative agents, attorneys-in-fact and controlling persons (each such Person being called each, an “IndemniteeIndemnified Party”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damagesdamages and liabilities (other than Excluded Taxes, Indemnified Taxes and Other Taxes), joint or several, to which such Indemnified Party may become subject related to or arising out of any transaction contemplated by the Financing Documents or the execution, delivery and performance of the Financing Documents or any other document in any way relating to the Financing Documents and the transactions contemplated by the Financing Documents (including, for avoidance of doubt, any liabilities arising under or in connection with Environmental Law) and related will reimburse any Indemnified Party for all expenses (including reasonable and documented out-of-pocket external counsel fees and expenses) as they are incurred in connection therewith. Borrower will not be liable under the feesforegoing indemnification provision to an Indemnified Party to the extent that any loss, charges claim, damage, liability or expense (x) is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted directly and disbursements primarily from such Indemnified Party’s gross negligence or willful misconduct or (y) is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from disputes among Indemnified Parties (other than any claims arising out of any counsel for act or omission on the part of any IndemniteeLoan Party or its respective Affiliates). Borrower also agrees that no Indemnified Party shall have any liability (whether direct or indirect, incurred by in contract or tort or otherwise) to it, or any Indemnitee of its security holders or asserted against creditors related to or arising out of the execution, delivery and performance of any Indemnitee by any third party or by Borrower Financing Document or any other party hereto document in any way relating to the Financing Documents or the other transactions contemplated by the Financing Documents, except to the extent that any loss, claim, damage or liability is found in a final non-appealable judgment by a court to have resulted directly and primarily from such Indemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable decision. To the extent permitted by Applicable Law, Borrower shall not assert and hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of (i) the execution or delivery of of, this Loan Agreement, any other Loan Financing Document or any agreement or instrument contemplatedcontemplated hereby, the performance by the parties hereto of their respective obligations any Loan or the consummation use of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesproceeds thereof.

Indemnification by Borrower. The Borrower shall indemnify the Administrative Agent, the Lead Arranger and each Lender and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document Agreement or any agreement or instrument contemplatedcontemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplatedcontemplated hereby, (ii) any Loan or the use of the proceeds therefrom, including any of the foregoing relating to any actual or alleged presence or release of hazardous waste, substance or materials on or from any Property property owned or operated by Borrowerthe Borrower or its Subsidiaries, or any environmental liability or violation of any federal, state or local environmental, health or safety law or regulation related in any way to the Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory and whether or not any such claim, whether litigation, investigation or proceeding is brought by a third party or by Borrower the Borrower, its equity holders, their Affiliates or any other party hereto, and regardless of whether any Indemnitee is a party theretoPerson; provided that such indemnity the Borrower shall not, as have no obligation hereunder to any Indemnitee, be available Indemnitee with respect to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted resulting from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim Related Parties as determined by a court of competent jurisdiction. Provided howeverjurisdiction by a final and nonappealable judgment or disputes that are solely between Indemnitees where the corresponding losses, in claims, damages, liabilities and related expenses do not directly relate to an act or omission by the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesSubsidiaries.

Indemnification by Borrower. The Borrower shall indemnify the Lender and each the Lender's Related Party Parties of Lender any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the administration of this Agreement and the other Loan Documents or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) the Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by the Borrower, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiariesthe Borrower, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretothe Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Document, if the Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify Lender Lenders, each Agent (and any sub-agent thereof), the Custodian and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable fees, charges and disbursements of any one counsel for any each Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third third-party or by Borrower or any other party hereto Related Party of Borrower arising out of, in connection with, or as a result of of, (i) the execution or delivery of this Loan Agreement, any other Margin Loan Document Documentation or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplatedcontemplated by this Agreement (which, for the avoidance of doubt, shall not include any hedging activities by any Indemnitee), any other Margin Loan Documentation or any agreement or instrument contemplated hereby or thereby, (ii) any actual Advance or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiariesthe proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third third-party or by Borrower or any other party heretoRelated Party of Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties or (y) result from arise out of any dispute among Indemnitees (other than a claim brought by dispute involving claims against Administrative Agent, the Custodian or any Calculation Agent, in each case in their respective capacities as such) that did not involve actions or omissions of Borrower or its Affiliates. This Section 9.04(b) shall not apply with respect to Taxes other than any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under Taxes that represent losses, claims, damages, etc. arising from any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. Borrower shall hereby covenants and agrees that, to the fullest extent permitted by Legal Requirement, it will defend, indemnify Lender and each hold harmless Buyer and its Related Party of Lender (each such Person being called an “Indemnitee”) againstPersons and Representatives, and hold each Indemnitee harmless fromtheir respective officers, directors, members, managers, employees, agents, and Representatives, and all successors and assigns of the foregoing (each, a “Buyer Indemnified Person” and collectively, the “Buyer Indemnified Persons”), for, from and against any Adverse Consequences incurred by a Buyer Indemnified Person, arising from or in connection with: (i) any Breach of any representation, warranty, covenant, obligation or agreement made by Borrower in the Transaction Documents, the Schedules and Exhibits hereto, the certificates delivered hereunder, any and all lossestransfer instrument, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out ofcertificate, document, writing or instrument delivered by Borrower pursuant to or otherwise in connection with, or as a result of (i) with the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplated, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, Transaction Documents; (ii) any actual or alleged presence or release Liability of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or Related Persons; (iii) any actual Liability of Borrower based on facts, events or prospective circumstances occurring before the Effective Date, or arising out of or in connection with the ownership and operation of Borrower, Borrower’s assets, and the Borrower Business prior to the Effective Date, whether or not such Liabilities or claims were known or unknown, absolute, accrued or contingent, on such date; (iv) any Liability of Borrower to any Related Person; or (v) any claim, litigation, investigation action or proceeding relating by any Person for any brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding made, or alleged to have been made, by any Person with Borrower in connection with this Agreement or any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionContemplated Transactions. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 10 4827-0311-1666\2

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), the Disbursement Agent (and any sub-agent thereof), the Arranger, each Lender and each Related Party of Lender any of the foregoing persons (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all reasonable and documented, out-of-pocket losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any one counsel plus local counsel in each relevant jurisdiction for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release Release or threatened Release of hazardous materials on Hazardous Materials on, at, under or from any Property owned or operated by Borrowerfrom, or any environmental liability Environmental Claim related in any way to Borrower any Mortgaged Property, or any of its Subsidiariesliability under Environmental Law related in any way to any Loan Party, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available (i) to the extent that such losses, claims, damages, liabilities or related expenses (x) that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties, (yii) result from a claim brought by Borrower or any other party hereto against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined (iii) to the extent arising from any claim, litigation, investigation or proceeding that is brought by a court an Indemnitee against any other Indemnitee. For the avoidance of competent jurisdiction. Provided howeverdoubt, in this Section 10.03(b) shall not apply with respect to any Tax-related matter, except to the course extent of any proceeding of any nature contemplated by this subsection between or among IndemniteeTaxes that represent losses, Borrower or any party heretodamages, each such party shall be responsible for their own fees and expenses, provided further, that following etc. resulting from a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) the Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerBorrower or any of its subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiariessubsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Document, if Borrower or such party hereto Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided howeverThis Section 9.4(b) shall not apply with respect to Taxes other than any Taxes that represent losses, in the course of claims, damages, etc. arising from any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. Confidential treatment requested. 1.1 Borrower shall undertakes (to the fullest extent permitted by applicable law) to indemnify Lender [*] and each Related Party of Lender its affiliates and their respective directors, officers, employees and agents (each such Person being called an “Indemnitee”collectively, the "Indemnified Parties") againstfrom, and hold each Indemnitee said Indemnified Parties harmless fromagainst, any and all losses, liabilities, claims, actions, proceedings, suits, damages, liabilities costs and expenses of any nature whatsoever in connection with or arising out of the Guaranty (collectively, "Losses"), including, without limitation, the reasonable attorneys' fees and disbursements (other than attorneys' fees and disbursements incurred in connection with the preparation of the Guaranty and related expenses documents) (including the fees"Indemnified Matters"). 1.2 If any Indemnified Party is presented with any claim in writing or any action or proceeding is formally commenced against an Indemnified Party which may give rise to a right of indemnification hereunder, charges such Indemnified Party shall promptly give written notice thereof to Borrower. Borrower may, by delivery of written notice to such Indemnified Party within thirty (30) days following receipt of such notice, elect to contest such claim, action or proceeding in such manner as it deems necessary or advisable, and disbursements of each Indemnified Party shall cooperate with Borrower in connection therewith. Notwithstanding Borrower's election to contest any such claim, action or proceeding, if the Indemnified Party reasonably determines that it needs its own counsel for any Indemnitee(separate from Borrower's counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out ofthe Indemnified Party shall have the right to participate in its own defense and to have legal counsel of its choice and participate in such defense, in connection with, or at the Indemnified Party's cost and expense (unless such legal counsel is retained as a result of (i) the execution or delivery of this Loan Agreementa representation conflict with Borrower's counsel), any other Loan Document or any agreement or instrument contemplated, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related without in any way impairing Borrower's obligations under this Section 1 to indemnify and hold harmless such Indemnified Party from all Indemnified Matters. In the event of any payment by an Indemnified Party under the Guaranty, Borrower or shall immediately upon demand by the relevant Indemnified Party reimburse the Indemnified Party for such payment, plus interest from the date of payment by Indemnified Party to the date of reimbursement at an annual rate equal to _____________ percent or, if lower, the highest rate permitted by law. Nothing in this Agreement shall restrict any Indemnified Party from making any payment under the Guaranty without contesting the necessity of its Subsidiariessuch payment if the Indemnified Party in good faith believes that such payment is due, or (iii) and any actual or prospective claim, litigation, investigation or proceeding relating such payment by an Indemnified Party shall be subject to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or reimbursement by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; as provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesabove.

Indemnification by Borrower. Borrower shall indemnify Lender Lender, and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplatedcontemplated hereby or thereby, or, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party theretothereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such party hereto other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Second Lien Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify hereby agrees to indemnify, exonerate and hold Second Lien Agent, each Lender and each Related Party of the officers, directors, employees, Affiliates and agents of Second Lien Agent and each Lender, solely in their capacities as Second Lien Agent or Lender under this Agreement (in such capacity, each such Person being called an a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities, damagesdamages and expenses, liabilities and related expenses including Legal Costs (including collectively, the fees, charges and disbursements of any counsel for any Indemnitee“Indemnified Liabilities”), incurred by Lender Parties or any Indemnitee of them as a result of, or asserted against arising out of, or relating to (a) any Indemnitee by tender offer, merger, purchase of equity interests, purchase of assets (including the Related Transactions) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any third party of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any hazardous substance at any property owned or leased by Borrower or any other party hereto arising out ofLoan Party, in connection with(c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, or as a result of (id) the execution investigation, cleanup or delivery remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of hazardous substances or (e) the execution, delivery, performance or enforcement of this Loan Agreement, Agreement or any other Loan Document or by any agreement or instrument contemplatedLender Party, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Liabilities result from the applicable Lender Party’s own gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in If and to the course of extent that the foregoing undertaking may be unenforceable for any proceeding of any nature contemplated by this subsection between or among Indemniteereason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit, any foreclosure under, or any party heretomodification, each such party release or discharge of, any or all of the Collateral Documents and termination of this Agreement. Notwithstanding the foregoing, no Lender (solely in its capacity as a direct or indirect equity holder of Holdings) shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partieshave any rights under this Section.

Indemnification by Borrower. Borrower shall indemnify Lender hereby covenants and each Related Party of Lender agrees to indemnify, defend (each such Person being called an with counsel selected by Lender) and hold harmless Lender, Lender's Affiliates and their respective members, managers, directors, shareholders, officers, partners, employees, attorneys, consultants and agents (collectively, the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities liabilities, costs and related expenses (including, without limitation, actual attorney's fees and expenses and other costs of investigation or defense, including the fees, charges and disbursements of those incurred upon any counsel for any Indemniteeappeal), which may be incurred by any Indemnitee or asserted against any Indemnitee by any third party (whether for breach of contract, in tort or by Borrower or under any other party hereto arising out of, theory of liability) in connection with, with or as a result of (i) credit having been extended, suspended or terminated under this Agreement or the execution other Loan Documents or delivery of this Loan Agreementwith respect to the execution, delivery, enforcement, performance or administration of, or in any other way arising out of relating to, this Agreement or the other Loan Document Documents or any agreement other documents or instrument contemplated, the performance transactions contemplated by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrowerreferred to in this Agreement, or any environmental liability related in any way action or failure to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating act with respect to any of the foregoing, whether based on contractincluding any and all product liabilities, tort environmental liabilities, taxes and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents, the correctness, validity or genuineness of any Instrument or Document that may be released or endorsed to Borrower by Lender (which shall automatically be deemed to be without recourse to Lender in any event), the existence, character, quantity, quality, condition, value or delivery of any Goods purporting to be represented by any such Instruments or Documents, or any other theorybroker's commission, whether brought by a third party finder's fee or similar charge or fee payable by Borrower or any other party heretoin connection with the Loans and the transactions contemplated by this Agreement (collectively, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall notthe “Indemnified Liabilities”), as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities or related expenses (x) are Indemnified Liability is finally determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnitee's gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documentmisconduct. BORROWER, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionFOR ITSELF AND FOR ALL SUCCESSORS, ASSIGNS, THIRD PARTY BENEFICIARIES AND ALL OTHER PERSONS THAT MAY ASSERT CLAIMS DERIVATIVELY THROUGH SUCH PARTY, HEREBY WAIVES ANY AND ALL CLAIMS FOR INDEMNIFIED LIABILITIES AGAINST ALL INDEMNITEES EXCEPT TO THE EXTENT THAT ANY SUCH INDEMNIFIED LIABILITY IS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNITEE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Provided howeverNO INDEMNITEE SHALL BE RESPONSIBLE OR LIABLE TO BORROWER, in the course of any proceeding of any nature contemplated by this subsection between or among IndemniteeANY SUCCESSOR, Borrower or any party heretoASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, each such party shall be responsible for their own fees and expensesFOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT PUNITIVE, provided furtherEXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesSUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. THE PROVISIONS OF THIS SECTION 10.12 SHALL SURVIVE TERMINATION OF THE LOANS AND THE TERMINATION OF THIS AGREEMENT.

Indemnification by Borrower. The Borrower shall indemnify the Lender and each Related Party of the Lender (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any actual Loan or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiariesthe proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretothe Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought material breach by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s its obligations to make Loans hereunder or its obligations under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesSection 8.14 hereof.

Indemnification by Borrower. Borrower shall indemnify Lender and each Related Party of Lender its officers, directors, employees, shareholders, and agents (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by Borrowera Loan Party or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower a Loan Party or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party or any of Borrower's or such Loan Party's directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (yii) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Document, if Borrower or such party hereto Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Lender, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), penalties, damages, liabilities and related reasonable and documented out of pocket expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, provided that such legal expenses in respect of the Agent and the Lead Arranger shall be limited to one primary counsel and one local counsel in each applicable jurisdiction for each affected party, and that such legal expenses in respect of the Lenders shall be limited to one primary counsel and one local counsel in each applicable jurisdiction for the Lenders, and in case of an actual conflict of interest one additional counsel in each jurisdiction for each affected party), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Credit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby (including, without limitation, the Transactions), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by Borrowerany Credit Party or any Subsidiary thereof, or any environmental liability Environmental Claim related in any way to Borrower any Credit Party or any of its SubsidiariesSubsidiary, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower any Credit Party or any other party heretoSubsidiary thereof, and regardless of whether any Indemnitee is a party thereto; , or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.any

Indemnification by Borrower. Borrower shall indemnify Lender the Administrative Agent (and any sub-agent thereof), each Lender, each L/C Issuer, each Arranger, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of (but limited, in the case of legal fees and expenses, to the Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of such Indemnitees (which may be a single local counsel acting in multiple material jurisdictions), and solely in the case of a conflict of interest between Indemnitees (where the Indemnitee affected by such conflict of interest informs the Borrower in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplatedcontemplated hereby or thereby and, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of hazardous materials Hazardous Materials on or from any Property owned property owned, leased or operated by Borrower, or any environmental liability related in any way to the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, and (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other party heretoLoan Party or the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable determines in a final-non-appealable judgment to have that any such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or of any Related Indemnified Person of such Indemnitee, (y) result from a claim brought material breach of any obligations of such Indemnitee under any Loan Document by such Indemnitee or (z) any dispute solely among Indemnitees or of any Related Indemnified Person of such Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent (and any sub-agent thereof), Lender, L/C Issuer or Arranger under the Facility and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates. In the case of an investigation, litigation or other party hereto against proceeding to which the indemnity in this Section 11.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee for breach in bad faith or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of such Indemnitee’s obligations the transactions contemplated hereunder or under any of the other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by Documents is consummated. All amounts due under this Section 11.04(b) (after the determination of a court of competent jurisdiction, if required pursuant to the terms of this Section 11.04(b)) shall be paid within twenty Business Days after written demand therefor. Provided howeverThe agreements in this Section 11.04(b) shall survive the resignation of the Administrative Agent, in the course L/C Issuer, the replacement of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgmentLender, the prevailing party satisfaction of the Termination Conditions. This Section 11.04(b) shall not apply to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from a non-Tax claim (including a value added tax or substantially prevailing party shall be entitled similar tax charged with respect to payment the supply of its reasonable costs and expenses from the legal or other party or partiesservices).

Indemnification by Borrower. Borrower shall indemnify each Agent (and any subagent thereof), each Lender and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Related Party of Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Facility Document (including any obligations or losses incurred in connection with the indemnification provisions under the Control Agreement) or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of each Agent (and any sub-agent thereof) and its respective Related Parties only, the administration of this Agreement and the other Facility Documents, (ii) any Advance or the use or proposed use of the proceeds therefrom, any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoRelated Party of Borrower, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Related Party of Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Facility Document, if Borrower or such party hereto Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agents thereof), each Lender and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (ia) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (iib) any Term Loan or the use or proposed use of the proceeds therefrom, (c) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerBorrower or any Affiliate, or any environmental liability Environmental Liability related in any way to Borrower or any of its SubsidiariesAffiliate, or (iiid) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoBorrower, and regardless of whether any Indemnitee is a party thereto, in all cases whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify In consideration of the execution and delivery of this Agreement by Lender and the agreement to extend the Commitments provided hereunder, each Related Party of Borrower and Co-Borrower hereby agree to indemnify, exonerate and hold Lender, and each of the officers, directors, employees, Affiliates and agents of Lender (each such Person being called an a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities, damagesdamages and expenses, liabilities and related expenses including Legal Costs (including collectively, the fees, charges and disbursements of any counsel for any Indemnitee“Indemnified Liabilities”), incurred by Lender Parties or any Indemnitee of them as a result of, or asserted against arising out of, or relating to (a) any Indemnitee by tender offer, merger, purchase of equity interests, purchase of assets (including the Related Transactions) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any third party of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Material at any property owned or leased by Borrower or any other party hereto arising out ofLoan Party, in connection with(c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, or as a result of (id) the execution investigation, cleanup or delivery remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Materials or (e) the execution, delivery, performance or enforcement of this Loan Agreement, Agreement or any other Loan Document or any agreement or instrument contemplatedby Lender, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Liabilities result from the applicable Lender Party’s own gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in If and to the course of extent that the foregoing undertaking may be unenforceable for any proceeding of any nature contemplated by this subsection between or among Indemniteereason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 9.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any party heretomodification, each such party shall be responsible for their own fees release or discharge of, any or all of the Collateral Documents and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment termination of its reasonable costs and expenses from the other party or partiesthis Agreement.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify hereby agrees to indemnify, exonerate and hold Agent, each Lender and each Related Party of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each such Person being called an “Indemnitee”a "Lender Party") against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities, damagesdamages and expenses, liabilities and related expenses including Legal Costs (including collectively, the fees, charges and disbursements of any counsel for any Indemnitee"Indemnified Liabilities"), incurred by Lender Parties or any Indemnitee of them as a result of, or asserted against arising out of, or relating to (a) any Indemnitee by tender offer, merger, purchase of equity interests, purchase of assets (including the Related Transactions) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any third party of the Loans, (b) the investigation, cleanup or remediation required under Environmental Laws arising out of the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any hazardous substance at any property owned or leased by Borrower or any other party hereto arising out ofSubsidiary, in connection with(c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by Borrower or any Subsidiary or the operations conducted thereon, or as a result of (id) the execution investigation, cleanup or delivery remediation required under Environmental Laws of offsite locations at which Borrower or any Subsidiary or their respective predecessors are alleged to have directly or indirectly disposed of hazardous substances or (e) the execution, delivery, performance or enforcement of this Loan Agreement, Agreement or any other Loan Document or by any agreement or instrument contemplatedLender Party, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Liabilities result from the applicable Lender Party's own gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in If and to the course of extent that the foregoing undertaking may be unenforceable for any proceeding of any nature contemplated by this subsection between or among Indemniteereason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit, any foreclosure under, or any party heretomodification, each such party shall be responsible for their own fees release or discharge of, any or all of the Collateral Documents and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment termination of its reasonable costs and expenses from the other party or partiesthis Agreement.

Indemnification by Borrower. Borrower shall indemnify Agent, Lender and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, out- of-pocket and documented fees charges and disbursements of one firm of counsel, plus any local counsel in any applicable jurisdiction or special counsel or additional counsel required as a result of any conflict, for any Indemnitee)the Indemnities, taken as a whole) actually incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Related Party of Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Facility Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of Agent and its Related Parties only, the administration of this Agreement and the other Facility Documents, (ii) any actual Advance or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiariesthe proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoRelated Party of Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower any Affiliate thereof. No Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder Facility Document or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment arising out of its reasonable costs and activities in connection herewith or therewith (whether before or after the date hereof). This Section 8(f) (Indemnification by Borrower) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from the other party or partiesany non-Tax claim.

Indemnification by Borrower. Borrower Each Loan Party shall indemnify the Lender and each Related Party of the Lender (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any actual Loan or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiariesthe proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretothe Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify the Lender (and any sub-agent thereof), and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any outside counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any actual Loan or alleged presence the use or release proposed use of hazardous materials on the proceeds therefrom, (iii) breach of representations, warranties or from any Property owned or operated by Borrower, or any environmental liability related in any way to covenants of Borrower or any of its Subsidiariesunder the Loan Documents, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoBorrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. The Borrower shall indemnify the Administrative Agent, each Issuing Lender and each Lender, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”"INDEMNITEE") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document Agreement or any agreement or instrument contemplatedcontemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplatedcontemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by either Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property owned or operated by Borrowerthe Borrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, theory and regardless of whether any Indemnitee is a party thereto; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall Each Loan Party agrees to indemnify Lender and hold harmless each Related Party of Lender the Agents and the Lenders and their affiliates and their respective directors, officers, employees, administrative agents, attorneys-in-fact and controlling persons (each such Person being called each, an “IndemniteeIndemnified Party”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damagesdamages and liabilities (other than Excluded Taxes, Indemnified Taxes and Other Taxes), joint or several, to which such Indemnified Party may become subject related to or arising out of any transaction contemplated by the Financing Documents or the execution, delivery and performance of the Financing 117 Bakersfield Refinery – Senior Credit Agreement Documents or any other document in any way relating to the Financing Documents and the transactions contemplated by the Financing Documents (including, for avoidance of doubt, any liabilities arising under or in connection with Environmental Law) and related will reimburse any Indemnified Party for all expenses (including reasonable and documented out-of-pocket external counsel fees and expenses) as they are incurred in connection therewith. Borrower will not be liable under the feesforegoing indemnification provision to an Indemnified Party to the extent that any loss, charges claim, damage, liability or expense (x) is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted directly and disbursements primarily from such Indemnified Party’s gross negligence or willful misconduct or (y) is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from disputes among Indemnified Parties (other than any claims arising out of any counsel for act or omission on the part of any IndemniteeLoan Party or its respective Affiliates). Borrower also agrees that no Indemnified Party shall have any liability (whether direct or indirect, incurred by in contract or tort or otherwise) to it, or any Indemnitee of its security holders or asserted against creditors related to or arising out of the execution, delivery and performance of any Indemnitee by any third party or by Borrower Financing Document or any other party hereto document in any way relating to the Financing Documents or the other transactions contemplated by the Financing Documents, except to the extent that any loss, claim, damage or liability is found in a final non-appealable judgment by a court to have resulted directly and primarily from such Indemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable decision. To the extent permitted by Applicable Law, Borrower shall not assert and hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of (i) the execution or delivery of of, this Loan Agreement, any other Loan Financing Document or any agreement or instrument contemplatedcontemplated hereby, the performance by the parties hereto of their respective obligations any Loan or the consummation use of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesproceeds thereof.

Indemnification by Borrower. Borrower shall jointly and severally indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Person other party hereto than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoSubsidiary, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Subsidiary against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such party hereto Loan Party has obtained a final and nonappealable non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided howeverWithout limiting the provisions of Section 3.01(c), in the course of this Section 10.4(b) shall not apply with respect to Taxes other than any proceeding of Taxes that represent losses, claims, damages, etc. arising from any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all allocated costs of inhouse counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other party hereto Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any actual Loan or alleged presence Letter of Credit or release the use or proposed use of hazardous materials on or from the proceeds therefrom (including any Property owned or operated refusal by Borrowerthe Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other party heretoCredit Party, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (yB) result from a claim brought by the Borrower or any other party hereto Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such party hereto Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by All payments due under this subsection between or among Indemnitee, Borrower or any party hereto, each such party Section 6.9 shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesdue not later than five Business Days after demand therefor.

Indemnification by Borrower. Borrower shall indemnify Lender each Agent and each Related Party thereof, and each Lender, the Letter of Lender Credit Issuer and each of their respective Affiliates, directors, officers, employees, counsel, agents and attorneys in fact (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Borrower Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Loan Credit Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents; (ii) any actual Loan or alleged presence Letter of Credit or release the use or proposed use of hazardous materials on or from the proceeds therefrom (including any Property owned or operated refusal by Borrower, or any environmental liability related the Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in any way to Borrower or any connection with such demand do not strictly comply with the terms of its Subsidiaries, such Letter of Credit); or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoBorrower Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses expenses: (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee Indemnitee; or (yB) result from a claim brought by Borrower or any other party hereto Borrower Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Document, if Borrower or such party hereto Borrower Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course ; or (C) result from any settlement by any Indemnitee of any proceeding of claim or threatened claim that is otherwise subject to indemnification under this Section unless Borrower has consented in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed; or (D) to the extent resulting from any nature contemplated by dispute among Indemnitees (or their Related Parties); provided that the Administrative Agent to the extent fulfilling its role as an agent under this subsection between Credit Agreement or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesLoan Documents in its capacity as such, shall remain indemnified. For avoidance of doubt, this Section 13.06(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Lender Lenders, each Agent (and any sub-agent thereof) and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third third-party or by Borrower or any other party hereto Related Party of Borrower arising out of, in connection with, or as a result of of, (i) the execution or delivery of this Loan Agreement, any other Margin Loan Document Documentation or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplatedcontemplated by this Agreement (which, for the avoidance of doubt, shall not include any hedging activities by any Indemnitee), any other Margin Loan Documentation or any agreement or instrument contemplated hereby or thereby, (ii) any actual Advance or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiariesthe proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third third-party or by Borrower or any other party heretoRelated Party of Borrower, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties or (y) result from arise out of any dispute among Indemnitees (other than a claim brought by dispute involving claims against Administrative Agent or Calculation Agent, in each case in their respective capacities as such) that did not involve actions or omissions of Borrower or its Affiliates. This Section 9.04(b) shall not apply with respect to Taxes other than any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under Taxes that represent losses, claims, damages, etc. arising from any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. (A) Borrower hereby agrees to and shall indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) againstindemnify, defend, protect and hold each Indemnitee Lender harmless from, from and against any and all lossesthird party claims, claimsdemands, damages, liabilities losses, liens, liabilities, penalties, fines, lawsuits and related other proceedings, and all costs and expenses (including the including, without limitation, reasonable attorney's fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee arising directly or asserted against any Indemnitee by any third party indirectly from, or by Borrower or any other party hereto arising out of, or in connection withany way connected with (i) any inaccuracy in the representations, warranties, certifications or confirmations contained in this Agreement or in any of the other Loan Documents; and/or (ii) Borrower's ownership or operation of the Property. Borrower agrees that its obligations hereunder shall not be limited or in any way affected by any limitations on liability for repayment of the Indebtedness contained elsewhere in the Loan Documents, including, without limitation, any limitations on liability contained in Section 3.6 below, Section 9 of the Note or Section 3.7 of the Security Instrument (defined below). (B) Borrower agrees to indemnify, protect, defend, reimburse and hold Lender harmless for, from and against any and all claims and liabilities, losses, injuries, costs, damages and expenses (including, without limitation, reasonable attorneys' fees and disbursements) which Lender may incur in administering or enforcing the Loan, Loan Documents or Guarantor Documents as a result of (i) the execution any act of Lender thereunder or delivery taken pursuant hereto and of this Loan Agreement, and from any other Loan Document and all claims or demands whatsoever which may be instituted against Lender by reason of any agreement or instrument contemplated, the performance by the parties hereto of their respective alleged obligations or the consummation of the transactions contemplated, (ii) any actual undertakings on its part to perform or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to discharge any of the foregoingterms, whether based on contract, tort covenants or agreements contained in any Lease or any other theoryagreement made by Borrower relating to the Real Property. Should Lender incur any such liability under any Lease, whether brought by a third party or under or by Borrower virtue of this Agreement or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if or any other agreement made by Borrower relating to the Real Property, or in defense of any claims or demands related thereto, the amount thereof, including, without limitation, costs, expenses and reasonable attorneys' fees, shall be secured by the Security Instrument and all other instruments of security made in connection with the Loan, and Borrower agrees to reimburse Lender therefor immediately upon demand together with interest thereon at the Augmented Rate from the later of the date the demand therefor is received by Borrower or the date such party hereto has obtained a final amounts were incurred by Lender, to the date reimbursed. Upon the failure of Borrower to so indemnify, protect, defend, hold harmless or reimburse and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course expiration of any proceeding of any nature contemplated by this subsection between or among Indemniteeapplicable cure periods, Borrower or any party hereto, each such party shall be responsible for their own fees Lender may declare all sums due hereunder and expenses, provided further, that following a nonappealable judgment, under the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs Note and expenses from the other party or partiesLoan Documents immediately due and payable.

Indemnification by Borrower. (a) The Borrower shall hereby agrees to indemnify Lender each Secured Party and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the all fees, charges costs and disbursements expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other party hereto arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Loan Agreement, any other Loan Document Transaction Document, or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, or the administration (other than expenses that do not constitute out-of-pocket expenses) or enforcement thereof; (ii) any Senior Debt or the use or proposed use of the proceeds therefrom (including any refusal by any Holder of Senior Debt to honor any demand for payment under any Senior Debt Instrument, as applicable, if the documents presented in connection with such demand do not strictly comply with the terms the applicable Senior Debt Instrument); (iii) any actual or alleged presence presence, Release or release threatened Release of hazardous materials Hazardous Materials in violation of Environmental Laws or that can reasonably result in an Environmental Claim on or from the Project or any Property property owned or operated by the Borrower, or any environmental Environmental Affiliate or any liability pursuant to an Environmental Law related in any way to Borrower the Project or the Borrower, except for Releases of Hazardous Materials that are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any of its Subsidiaries, or Indemnitee; (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other party heretoof the Borrower’s members, managers or creditors, and regardless of whether any Indemnitee is a party theretothereto and whether or not any of the transactions contemplated hereunder or under any of the other Financing Documents is consummated, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided or (v) any claim, demand or liability for broker’s or finder’s or placement fees or similar commissions, whether or not payable by the Borrower, alleged to have been incurred in connection with such transactions, other than any broker’s or finder’s fees payable to Persons engaged by any Holder of Senior Debt or Affiliates or Related Parties thereof; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, or (y) shall have arisen from a dispute between or among the Indemnitees or from a claim of an Indemnitee against another Indemnitee (in each case, other than any dispute involving claims against the Intercreditor Agent or against an Indemnitee in its capacity as a Joint Lead Arranger, Joint Lead Bookrunner, agent or similar role hereunder, unless such claims arise from the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Documenteach case, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as to the extent determined by a court of competent jurisdiction. Provided howeverjurisdiction by final and non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee)), which in either case is not the course result of any proceeding an act or omission of any nature contemplated by this subsection between or among Indemnitee, the Borrower or any party heretoof its Affiliates. (b) To the extent that the Borrower for any reason fails to pay in full any amount required under Section 10.7 (Costs and Expenses) or Section 10.10(a) above to be paid by it to the Intercreditor Agent or any Related Party thereof or the Common Security Trustee or any Related Party thereof, each Secured Debt Holder severally agrees to pay to the Intercreditor Agent, the Common Security Trustee, or such party Related Party, as the case may be, such Secured Debt Holder’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Intercreditor Agent, the Common Security Trustee or the applicable Related Party, in its capacity as such. The obligations of the Secured Debt Holders to make payments pursuant to this Section 10.10(b) are several and not joint and shall survive the payment in full of the Obligations and the termination of this Agreement. The failure of any Secured Debt Holder to make payments on any date required hereunder shall not relieve any other Secured Debt Holder of its corresponding obligation to do so on such date, and no Secured Debt Holder shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party failure of any other Secured Debt Holder to do so. (c) All amounts due under this Section 10.10 shall be entitled to payment payable not later than thirty (30) days after demand therefor. (d) The provisions of its reasonable costs this Section 10.10 shall not supersede Sections 4.03 (Increased Costs) and expenses from 4.06 (Taxes) of the Term Loan A Credit Agreement and similar provisions of any other party or partiesSecured Debt Instrument.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Lender and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify hereby agrees to indemnify, exonerate and hold Lender and each Related Party of the officers, directors, employees, Affiliates and agents of Lender, solely in its capacity as Lender under this Agreement (in such capacity, each such Person being called an “Indemnitee”a "Lender Party") against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities, damagesdamages and expenses, liabilities and related expenses including Legal Costs (including collectively, the fees, charges and disbursements of any counsel for any Indemnitee"Indemnified Liabilities"), incurred by Lender Parties or any Indemnitee of them as a result of, or asserted against arising out of, or relating to (a) any Indemnitee by tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any third party of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other party hereto arising out ofLoan Party, in connection with(c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, or as a result of (id) the execution investigation, cleanup or delivery remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Loan Agreement, Agreement or any other Loan Document or by any agreement or instrument contemplatedLender Party, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, except for any Taxes (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available which Section 3.1 shall exclusively govern) and except to the extent that any such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Liabilities result from the applicable Lender Party's or its officers, directors, employees, agents or Affiliates gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in If and to the course of extent that the foregoing undertaking may be unenforceable for any proceeding of any nature contemplated by this subsection between or among Indemniteereason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 9.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any party heretomodification, each such party shall be responsible for their own fees release or discharge of, any or all of the Collateral Documents and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment termination of its reasonable costs and expenses from the other party or partiesthis Agreement.

Indemnification by Borrower. Borrower shall indemnify Lender Lenders, each Agent (and any sub-agent thereof) and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable fees, charges and disbursements of any one counsel in each appropriate jurisdiction for any Indemnitee)the Indemnitees, incurred by any Indemnitee or asserted against any Indemnitee by any third third-party or by Borrower or any other party hereto Related Party of Borrower arising out of, in connection with, or as a result of of, (i) the execution or delivery of this Loan Agreement, any other Margin Loan Document or any agreement or instrument contemplatedDocumentation, the performance by the parties hereto of their respective obligations hereunder or thereunder, the exercise of remedies hereunder and thereunder or the consummation of the transactions contemplatedcontemplated by this Agreement (which, for the avoidance of doubt, shall not include any hedging activities by any Indemnitee, as to which clause (d) below shall apply), (ii) any actual Advance or alleged presence the use or release proposed use of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiariesthe proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third third-party or by Borrower or any other party heretoRelated Party of Borrower, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith, fraud or willful misconduct of such Indemnitee or any of its Related Parties or (y) result from arise out of any dispute among Indemnitees (other than a claim brought by dispute involving claims against Administrative Agent or any Calculation Agent, in each case in their respective capacities as such) that did not involve actions or omissions of Borrower or its Affiliates. Paragraph (b) of this Section shall not apply with respect to Taxes other than any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under Taxes that represent losses, claims, damages, etc. arising from any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. (i) In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify hereby agrees to indemnify, exonerate and hold Agent, each Lender and each Related Party of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each such Person being called an a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities, damagesdamages and reasonable and documented out-of-pocket expenses, liabilities and related expenses including Legal Costs (including collectively, the fees, charges and disbursements of any counsel for any Indemnitee“Indemnified Liabilities”), incurred by Lender Parties or any Indemnitee of them as a result of, or asserted against arising out of, or relating to any Indemnitee by Loan Party or any third party of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other party hereto arising out ofLoan Party, in connection with(c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, or as a result of (id) the execution investigation, cleanup or delivery remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Loan Agreement, Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own bad faith, gross negligence or any agreement or instrument contemplated, the performance willful misconduct as finally determined by the parties hereto a court of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrowercompetent jurisdiction in a non-appealable judgment, or any environmental (f) such Person’s general operation of its business including all product liability related out of or in any way to Borrower connection with such Person’s or any of its SubsidiariesAffiliates or licensees manufacture, use or (iii) any actual sale of a Product or prospective claimthe provision of a Service; provided, litigationthat, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any IndemniteeLender Party, be available to the extent that such losses, claims, damages, liabilities or related expenses Indemnified Liabilities (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee a Lender Party for material breach in bad faith of such IndemniteeLender Party’s obligations hereunder or under any other Loan Document, if Borrower or (ii) arise solely from a dispute among the Lender Parties (except when and to the extent that one of the Lender Parties party to such party hereto has obtained a final and nonappealable judgment dispute was acting in its favor on such capacity or in fulfilling its role as Agent, or any similar role under this Agreement or any other Loan Document) that does not involve any act or omission of the Loan Parties or any of their respective Affiliates. This Section 10.5 shall not apply with respect to (x) Taxes other than any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, costs, expenses and disbursements arising from any third party claim as determined or any other non-Tax claim and (y) yield protection matters covered by a court Sections 3.2 and 3.3, which shall be governed exclusively by Sections 3.2 and 3.3. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of competent jurisdictioneach of the Indemnified Liabilities which is permissible under applicable law. Provided howeverAll Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement. (ii) Notwithstanding the foregoing in this Section 10.5, the course Loan Parties shall not be liable for any settlement of any proceeding effected without the Loan Parties’ consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with the Loan Parties’ written consent, or if there is a judgment against an Lender Party in any such proceeding, the Loan Parties shall indemnify and hold harmless each Lender Party to the extent and in the manner set forth above. The Loan Parties shall not, without the prior written consent of a Lender Party (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any nature contemplated pending or threatened proceeding against such Lender Party in respect of which indemnity could have been sought hereunder by this subsection between such Lender Party unless (a) such settlement includes an unconditional release of such Lender Party from all liability or among Indemniteeclaims that are the subject matter of, Borrower or arise out of, such proceeding and (b) such settlement does not include any statement as to, or any party heretoadmission of fault, each culpability, wrongdoing or a failure to act by or on behalf of such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesLender Party.

Indemnification by Borrower. Borrower shall indemnify Lender Administrative Agent (and any sub-agent thereof), Collateral Agent (and any sub-agent thereof) each Lender, and each Related Party of Lender any of the foregoing persons (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses (including the including, without limitation, reasonable fees, disbursements and other charges of counsel (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of any one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for any Indemniteeall Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole), ) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release Release or threatened Release of hazardous materials on Hazardous Materials on, at, under or from any Property owned property owned, leased or operated by Borrowerany Company at any time, or any environmental liability Environmental Claim related in any way to Borrower or any of its SubsidiariesCompany, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, jurisdiction or (z) result from any dispute solely among Indemnitees other than any claims against an Indemnitee in the course its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement and other than any claims arising out of any proceeding act or omission of any nature contemplated by this subsection between or among Indemnitee, the Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs Affiliates (as determined in a final and expenses non-appealable judgment of a court of competent jurisdiction). This Section 10.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from the other party or partiesany non-Tax claim.

Indemnification by Borrower. The Borrower shall indemnify the Lender and each Related Party of Lender thereof (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated thereby, the performance by the parties hereto to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplatedcontemplated thereby, (ii) any Term Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by Borrowerthe Borrower or any of the Subsidiaries, or any environmental liability under any Environmental Law related in any way to the Borrower or any of its Subsidiaries, the Subsidiaries or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower or any or its equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, theory and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or (yB) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of by such Indemnitee’s obligations hereunder Indemnitee or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection arising solely from claims between or among Indemnitee, Borrower one or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesmore Indemnitees.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify hereby agrees to indemnify, exonerate and hold Agent, each Lender and each Related Party of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each such Person being called an a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities, damagesdamages and out-of-pocket expenses, liabilities and related expenses including Legal Costs (including collectively, the fees, charges and disbursements of any counsel for any Indemnitee“Indemnified Liabilities”), incurred by Lender Parties or any Indemnitee of them as a result of, or asserted against arising out of, or relating to any Indemnitee by Loan Party or any third party of their respective officers, directors or agents, including, without limitation, (a) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other party hereto arising out ofLoan Party, in connection with(c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, or as a result of (id) the execution investigation, cleanup or delivery remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Loan Agreement, Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result solely from (i) a dispute solely as among any Lender Parties, or any agreement or instrument contemplated, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) gross negligence or willful misconduct of any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, Lender Party as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are finally determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee in a non-appealable judgment, or (yf) result from a claim brought by Borrower such Person’s general operation of its business, including all product liability arising out of or in connection with such Person’s or any other party hereto against an Indemnitee of its Affiliates or licensees manufacture, use or sale of the FC2 Product. If and to the extent that the foregoing undertaking may be unenforceable for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemniteereason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any party heretomodification, each such party shall be responsible for their own fees release or discharge of, any or all of the Collateral Documents and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment termination of its reasonable costs and expenses from the other party or partiesthis Agreement.

Indemnification by Borrower. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrower shall indemnify hereby agrees to indemnify, exonerate and hold Agent, each Lender and each Related Party of the officers, directors, employees, Affiliates and agents of Agent and each Lender, solely in their capacities as Agent or Lender under this Agreement (in such capacity, each such Person being called an a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities, damagesdamages and expenses, liabilities and related expenses including Legal Costs (including collectively, the fees, charges and disbursements of any counsel for any Indemnitee“Indemnified Liabilities”), incurred by Lender Parties or any Indemnitee of them as a result of, or asserted against arising out of, or relating to (a) any Indemnitee by tender offer, merger, purchase of equity interests, purchase of assets (including the Related Transactions) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any third party of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any hazardous substance at any property owned or leased by Borrower or any other party hereto arising out ofLoan Party, in connection with(c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, or as a result of (id) the execution investigation, cleanup or delivery remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of hazardous substances or (e) the execution, delivery, performance or enforcement of this Loan Agreement, Agreement or any other Loan Document or by any agreement or instrument contemplatedLender Party, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Indemnified Liabilities result from the applicable Lender Party’s own gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in If and to the course of extent that the foregoing undertaking may be unenforceable for any proceeding of any nature contemplated by this subsection between or among Indemniteereason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit, any foreclosure under, or any party heretomodification, each such party release or discharge of, any or all of the Collateral Documents and termination of this Agreement. Notwithstanding the foregoing, no Lender (solely in its capacity as a direct or indirect equity holder of Holdings) shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partieshave any rights under this Section.

Indemnification by Borrower. The Borrower shall indemnify Lender the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), each Lender, each L/C Issuer, each Arranger, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of (but limited, in the case of legal fees and expenses, to the Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a special counsel for all Indemnitees taken as a whole in each subject matter area that is material to the interests of such Indemnitees, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of such Indemnitees (which may be a single local counsel acting in multiple material jurisdictions), and solely in the case of a conflict of interest between Indemnitees (where the Indemnitee affected by such conflict of interest informs the Borrower in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) and their respective Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release Release of hazardous materials Hazardous Materials on or from any Property owned property owned, leased or operated by Borrowerthe Borrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other party heretoLoan Party or the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable determines in a final-non-appealable judgment to have that any such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence or willful misconduct of such Indemnitee or of any Related Indemnified Person of such Indemnitee, (y) result from a claim brought material breach of any obligations of such Indemnitee under any Loan Document by such Indemnitee or (z) any dispute solely among Indemnitees or of any Related Indemnified Person of such Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), Lender, L/C Issuer or Arranger under the Facility and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other party hereto against an Indemnitee for breach materials obtained through IntraLinks or other similar information transmission systems in bad faith connection with this Agreement, except to the extent resulting from the willful misconduct or gross negligence of such Indemnitee’s obligations hereunder Indemnitee or under any other Loan Document, if Borrower or such party hereto has obtained Related Indemnified Person (as determined by a final and nonappealable non-appealable judgment in its favor on such claim as determined by of a court of competent jurisdiction. Provided however), nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the course case of any proceeding Loan Party, in respect of any nature contemplated such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this subsection between Section 11.04(b) applies, such indemnity shall be effective whether or among Indemniteenot such investigation, Borrower litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party heretothereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 11.04(b) (after the determination of a court of competent jurisdiction, each such party if required pursuant to the terms of this Section 11.04(b)) shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgmentpaid within twenty Business Days after written demand therefor. The agreements in this Section 11.04(b) shall survive the resignation of the Administrative Agent, the prevailing party Collateral Agent, the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or substantially prevailing party shall be entitled to payment discharge of its reasonable costs and expenses from all the other party or partiesObligations. This Section 11.04(b) shall not apply to Taxes, other than Taxes that represent losses, claims, damages, etc. arising from a non-tax claim.

Indemnification by Borrower. Borrower shall indemnify Lender the Administrative Agent (and any sub-agent thereof) and each Lender, and each Related Party of Lender any of the foregoing persons (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel, and local counsel who specialize in gas and pipeline matters, for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release Release or threatened Release of hazardous materials on Hazardous Materials on, at, under or from any Property owned property owned, leased or operated by Borrowerany Company at any time, or any environmental liability Environmental Claim related in any way to Borrower or any of its SubsidiariesCompany, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however; provided, further, that Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any reasonably necessary special counsel and up to one local counsel in each applicable local jurisdiction) for all Indemnitees unless, in the course reasonable written opinion of any proceeding outside counsel to such Indemnitees, representation of any nature contemplated by this subsection between all such Indemnitees would be inappropriate due to the existence of an actual or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment potential conflict of its reasonable costs and expenses from the other party or partiesinterest.

Indemnification by Borrower. Borrower shall indemnify and hold harmless Lender and each Related Party of Lender its affiliates, and their respective directors, officers, employees, partners, counsel, agents and attorneys-in-fact (each such Person being called an collectively the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and related expenses disbursements (including the fees, charges and disbursements attorney costs) of any counsel for kind or nature whatsoever which may at any Indemnitee)time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplated, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of this Agreement, (b) the breach by Borrower or any of its Subsidiariesagreements, obligations, covenants, representations and warranties hereunder, (c) the gross negligence, bad faith or wilful misconduct of Borrower, and (iiid) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingthis Agreement, whether based on contract, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by Borrower defense of any pending or any other party heretothreatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful wilful misconduct of such Indemnitee or (y) result from a claim brought breach of this Agreement by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Lender, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), penalties, damages, liabilities and related reasonable and documented out of pocket expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, provided that such legal expenses in respect of the Agent and the Lead Arranger shall be limited to one primary counsel and one local counsel in each applicable jurisdiction for each affected party, and that such legal expenses in respect of the Lenders shall be limited to one primary counsel and one local counsel in each applicable jurisdiction for the Lenders, and in case of an actual conflict of interest one additional counsel in each jurisdiction for each affected party), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrower or any other party hereto Credit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby (including, without limitation, the Transactions), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by Borrowerany Credit Party or any Subsidiary thereof, or any environmental liability Environmental Claim related in any way to Borrower any Credit Party or any of its SubsidiariesSubsidiary, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower any Credit Party or any other party heretoSubsidiary thereof, and regardless of whether any Indemnitee is a party thereto; , or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or negligence, willful misconduct or material breach in bad faith of any Loan Document of such Indemnitee or (yB) result from a claim brought by Borrower any Credit Party or any other party hereto Subsidiary thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower such Credit Party or such party hereto Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided howeverThis Section 12.3(b) shall not apply with respect to (Y) Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, or (Z) out of pocket expenses in connection with the syndication of the Credit Facility, the preparation, negotiation, execution, delivery, and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof, out of pocket expenses incurred in connection with the issuance, amendment, renewal, or extension of any Letter of Credit or any demand for payment thereunder, or in connection with the enforcement or protection of rights in connection with the Loan Documents, the Loans, and the Letters of Credit, in each case to the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesextent addressed directly in Section 12.3(a).

Indemnification by Borrower. Borrower shall indemnify Lender the Issuing Bank (and each any sub-agent thereof) and its Related Party of Lender Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless (on an after-Tax basis) from, any and all losses, claims, causes of action, damages, liabilities liabilities, settlement payments, costs, and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Affiliate or equityholder thereof arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Credit Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, or the administration of this Agreement and the other Credit Documents, (ii) any Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous materials on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoof Borrower’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Credit Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Subject to Section 10.04(a), Borrower shall indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys, who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement document contemplated hereby or instrument contemplatedthereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated, contemplated hereby or thereby; (ii) any Term Loan or the use or proposed use of the proceeds therefrom; (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by Borrower, any Subsidiary thereof or any environmental liability other Loan Party, or any Environmental Claim or Environmental Liability related in any way to Borrower Borrower, any Subsidiary thereof or any of its Subsidiaries, other Loan Party; or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower Borrower, any Subsidiary thereof or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by a final and nonappealable non-appealable judgment to have resulted result from the gross negligence or willful misconduct of such Indemnitee Indemnitee. This Section 10.04(b) shall not apply to Taxes other than any Taxes that constitute losses, claims, damages, liabilities or (y) result expenses arising from a claim brought by Borrower any non-Tax action, claim, litigation, investigation or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesproceeding.

Indemnification by Borrower. 1.1 Borrower shall undertakes (to the fullest extent permitted by applicable law) to indemnify Lender Baxter and each Related Party of Lender its affiliates and their respective directors, officers, employees and agents (each such Person being called an “Indemnitee”collectively, the "Indemnified Parties") againstfrom, and hold each Indemnitee said Indemnified Parties harmless fromagainst, any and all losses, liabilities, claims, actions, proceedings, suits, damages, liabilities costs and expenses of any nature whatsoever in connection with or arising out of the Guaranty (collectively, "Losses"), including, without limitation, the reasonable attorneys' fees and disbursements (other than attorneys' fees and disbursements incurred in connection with the preparation of the Guaranty and related expenses documents) (including the fees"Indemnified Matters"). 1.2 If any Indemnified Party is presented with any claim in writing or any action or proceeding is formally commenced against an Indemnified Party which may give rise to a right of indemnification hereunder, charges such Indemnified Party shall promptly give written notice thereof to Borrower. Borrower may, by delivery of written notice to such Indemnified Party within thirty (30) days following receipt of such notice, elect to contest such claim, action or proceeding in such manner as it deems necessary or advisable, and disbursements of each Indemnified Party shall cooperate with Borrower in connection therewith. Notwithstanding Borrower's election to contest any such claim, action or proceeding, if the Indemnified Party reasonably determines that it needs its own counsel for any Indemnitee(separate from Borrower's counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out ofthe Indemnified Party shall have the right to participate in its own defense and to have legal counsel of its choice and participate in such defense, in connection with, or at the Indemnified Party's cost and expense (unless such legal counsel is retained as a result of (i) the execution or delivery of this Loan Agreementa representation conflict with Borrower's counsel), any other Loan Document or any agreement or instrument contemplated, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplated, (ii) any actual or alleged presence or release of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related without in any way impairing Borrower's obligations under this Section 1 to indemnify and hold harmless such Indemnified Party from all Indemnified Matters. In the event of any payment by an Indemnified Party under the Guaranty, Borrower or shall immediately upon demand by the relevant Indemnified Party reimburse the Indemnified Party for such payment, plus interest from the date of payment by Indemnified Party to the date of reimbursement at an annual rate equal to _____________ percent or, if lower, the highest rate permitted by law. Nothing in this Agreement shall restrict any Indemnified Party from making any payment under the Guaranty without contesting the necessity of its Subsidiariessuch payment if the Indemnified Party in good faith believes that such payment is due, or (iii) and any actual or prospective claim, litigation, investigation or proceeding relating such payment by an Indemnified Party shall be subject to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or reimbursement by Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; as provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesabove.

Indemnification by Borrower. Borrower shall indemnify Lender Lender, and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplatedcontemplated hereby or thereby, or, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party theretothereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such party hereto other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.WBD (US) 46650096v4

Indemnification by Borrower. The Borrower shall indemnify each Agent, each member of the Joint Committee, each Lender and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Security Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release Release of hazardous materials Hazardous Materials on or from any Property property owned or operated by Borrowerthe Borrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.

Indemnification by Borrower. Borrower shall indemnify each Agent (and any sub-agent thereof), each Lender and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Related Party of Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Facility Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of each Agent (and any sub-agent thereof) and its respective Related Parties only, the administration of this Agreement and the other Facility Documents, (ii) any actual Loan or alleged presence the use or release proposed use of hazardous materials the proceeds therefrom, any Indemnitee acting in reliance on or from any Property owned or operated instruction given by Borrower, or any environmental liability related in any way to Borrower or any Indemnitee failing to follow the unlawful or unreasonable instructions of its SubsidiariesBorrower, (iii) any joint or other instructions requested or required by Borrower and given to Custodian under the Control Agreement, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoRelated Party of Borrower, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from a material breach of this Agreement or any other Facility Document by, or the bad faith, gross negligence or willful misconduct of of, such Indemnitee or its Related Parties (y) any settlement entered into by such Indemnitee or its Related Parties without Borrower’s consent (such consent not to be unreasonably withheld or delayed) or (z) result from a claim brought by Borrower or any other party hereto Related Party of Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Facility Document, if Borrower or such party hereto Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided howeverThis clause (b) shall not apply with respect to Taxes other than any Taxes that represent losses, in the course of claims, damages, etc. arising from any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. In addition to the payment of expenses pursuant to Section 8.1, whether or not the transactions contemplated hereby shall be consummated, Borrower shall indemnify agrees to indemnify, pay and hold harmless Lender and each Related Party the officers, directors, employees and agents of Lender (each such Person being collectively called an “Indemnitee”) againstthe "Indemnitees"), from and hold each Indemnitee harmless from, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damagescosts, liabilities expenses and related expenses disbursements (including including, without limitation, the fees, charges reasonable fees and disbursements of any counsel for such Indemnitees in connection with any Indemniteeinvestigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by any Indemnitee by, or asserted against such Indemnitee, as a result of, or arising in any Indemnitee by any third party or by Borrower or any other party hereto arising manner out of, or in connection withany way related to or by reason of, or as a result of (i) the execution any action or delivery failure to act by Borrower with respect to any Advance or on account of this Loan Agreement, any other Loan Document or any agreement or instrument contemplated, the performance by the parties hereto of their respective obligations or the consummation of the transactions contemplatedCollateral pledged hereunder, (ii) any actual or alleged presence or release the breach of hazardous materials on or from any Property owned or operated by Borrower, or any environmental liability related in any way to Borrower or any of its SubsidiariesBorrower's representations and warranties or covenants hereunder, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to the exercise by Lender of any of the foregoingits rights and remedies (including, whether based on contractwithout limitation, tort or any other theory, whether brought by a third party or by foreclosure); PROVIDED that Borrower or any other party hereto, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as have no obligation hereunder with respect to any Indemnitee, be available to the extent that such losses, claims, damages, indemnified liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arising from the gross negligence or willful misconduct of any such Indemnitee Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or (y) result from a claim brought public policy, Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all indemnified liabilities incurred by Borrower the Indemnitees or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesthem.

Indemnification by Borrower. Borrower shall indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Credit Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedTransactions, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous materials Materials of Environmental Concern on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability under Environmental Law related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoparty, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court the result of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee Indemnitee. This paragraph (b) shall not apply with respect to Taxes other than any Taxes that represent losses or (y) result damages arising from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Issuing Bank, each Lender and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Person (including Borrower) arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any Revolving Loan or any Letter of Credit (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials Hazardous Substances (as defined in the Environmental Indemnity) on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability Environmental Liability (as defined in the Environmental Indemnity) related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoBorrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (z) result from a claim not involving an act or omission of Borrower and that is brought by an Indemnitee against another Indemnitee (other than against the arranger or the Administrative Agent in their capacities as such). Provided howeverThis paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, in the course of claims, damages, etc. arising from any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or partiesnon-Tax claim.

Indemnification by Borrower. Borrower The BorrowersBorrower shall indemnify each Agent (and any sub-agent thereof), each Lead Arranger, each Syndication Agent, each Lender and the Issuing Bank, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses reasonable documented out-of-pocket fees and expenses, including any applicable non-refundable value added taxes (including solely to the extent not indemnifiable by the BorrowersBorrower under Section 2.20) (limited, in the case of legal fees and expenses, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges and disbursements of any one common counsel for any Indemniteeall Indemnitees and, solely in the case of an actual or reasonably potential conflict of interest where the Indemnitees affected by such conflict inform the BorrowersBorrower of such conflict and thereafter, retain their own counsel, one additional conflicts counsel to each group of similarly affected Indemnitees taken as a whole and (in either case), to the extent reasonably necessary, one local counsel, one foreign counsel and one regulatory counsel in each relevant jurisdiction (which may be a single counsel for multiple jurisdictions) to all (and/or each group of similarly affected) Indemnitees), joint or several but in each such case, excluding allocated costs of in-house counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Holdings, LLC Subsidiary, anythe Borrower or any of the Restricted Subsidiaries) other party hereto than such Indemnitee and its Related Parties to the extent arising out of, in connection with, or as a result of (i) the structuring, arrangement or syndication of the credit facilities provided for herein, (ii) the execution or delivery of this Loan Agreement, any other Loan Credit Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (iiiii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iv) any actual or alleged presence or release Release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerHoldings, anythe Borrower or any Restricted Subsidiary, or any environmental liability Environmental Claim related in any way to Holdings, anythe Borrower or any of its SubsidiariesRestricted Subsidiary, or (iiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding), whether brought by a third party or by Holdings, anythe Borrower or any other party heretoof the Restricted Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that provided, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or Indemnitee, (yx) result from a claim brought by Borrower or any other party hereto against an Indemnitee for material breach in bad faith of such Indemnitee’s (or any of its Related Parties’) obligations hereunder or under any other Loan Credit Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated jurisdiction by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees a final and expenses, provided further, that following a nonappealable judgment, (y) result from disputes solely among such Indemnitees (other than any claims against an Indemnitee acting in its capacity as the prevailing party Administrative Agent, Collateral Agent, a Lead Arranger, a Syndication Agent or substantially prevailing party shall be entitled to payment any such agent hereunder) and not arising out of any act or omission of Sponsor, Holdings, LLC Subsidiary or any of its reasonable costs and expenses Subsidiaries or their Affiliates or (z) relate to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from the other party or partiesany non-Tax claim.

Indemnification by Borrower. Borrower shall indemnify Lender Agent, each Lender, and each Related Party of Lender any of the foregoing Persons (each such Person being called an “Indemnitee“ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, penalties and related expenses (other than Taxes or Other Taxes which shall only be indemnified by Borrower to the extent provided in Section 3.01(c)), including the fees, charges and disbursements of any counsel for any F or p er so na l u se o nl Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable and customary fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplatedcontemplated hereby or thereby, or, in the case of Agent and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials Hazardous Materials on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoLoan Party, and regardless of whether any Indemnitee is a party theretothereto in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such party hereto other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided howeverBorrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the course of any proceeding of any nature transactions contemplated hereby asserted by this subsection between or among Indemnitee, an Indemnitee against Borrower or any party heretoother Loan Party; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of Borrower under the preceding provisions of this subsection. If any claim, each demand, action or cause of action is asserted against any Indemnitee, such party Indemnitee shall be responsible for their own fees promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this subsection. Such Indemnitee may (and expensesshall, provided furtherif requested by Borrower in writing) contest the validity, that following a nonappealable judgmentapplicability and amount of such claim, the prevailing party demand, action or substantially prevailing party shall be entitled to payment cause of its reasonable costs and expenses from the other party or partiesaction.

Indemnification by Borrower. Borrower shall indemnify Lender and its Affiliate, and each Related Party officer, director, agent or attorney of Lender any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other party hereto arising out of, in connection with, or as a result of (i) the execution or delivery of this Loan Agreement, any other Loan Document or any agreement or instrument contemplatedcontemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplatedcontemplated hereby or thereby, (ii) any Revolving Credit Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of hazardous or toxic materials on or from any Property property owned or operated by BorrowerBorrower or any of its Subsidiaries, or any environmental liability under any Environmental Law related in any way to Borrower or any of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other party heretoBorrower, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other party hereto against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Document, if Borrower or such party hereto has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Provided however, in the course of any proceeding of any nature contemplated by this subsection between or among Indemnitee, Borrower or any party hereto, each such party shall be responsible for their own fees and expenses, provided further, that following a nonappealable judgment, the prevailing party or substantially prevailing party shall be entitled to payment of its reasonable costs and expenses from the other party or parties.