Common use of Indemnity by Borrower Clause in Contracts

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Each Borrower agrees to indemnify, defend, save and hold harmless the Administrative Agent and each Lender and their its respective Affiliates, directors, officers, agents, attorneys and Adesto Technologies Corporation Credit Agreement employees (collectively collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against any Borrower, any of its Affiliates or any its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Loan Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) property that is the relationship subject of Borrower and any Material Lease or any other collateral given to secure the Lenders obligations of Borrowers under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspectrelationship of Borrowers and Lender under this Agreement; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) all liabilities, claims, actions, loss, damages, including, without limitation, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Indemnitees’ counsel) directly or indirectly arising out of or resulting from any Hazardous Substance being present at any time in or around any part of the property that is the subject of any Material Lease, or in the soil, groundwater or soil vapor on or under the property that is the subject of any Material Lease, including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources; (e) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this This Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 9.14 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersAgreement.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively collectively, the “"Indemnitees”") from and against: (a) any and all claims, ----------- demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) or the relationship of Borrower Borrower, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee's own negligence (all the foregoing, collectively, the "Indemnified Liabilities"); provided that ----------------------- -------- no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees BORROWER HEREBY INDEMNIFIES LENDER AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM, AND HOLDS EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, COSTS, AND EXPENSES TO WHICH ANY OF THEM MAY BECOME SUBJECT, INSOFAR AS SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES, COSTS, AND EXPENSES ARISE FROM OR RELATE TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY OR FROM ANY INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION, LITIGATION, OR OTHER PROCEEDING RELATING TO ANY OF THE FOREGOING. Without intending to indemnifylimit the remedies available to Lender with respect to the enforcement of its indemnification rights as stated herein or as stated in any Loan Document, save and hold harmless in the Administrative Agent and each event any claim or demand is made or any other fact comes to the attention of Lender and their respective directorsin connection with, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions relating or causes of action (except a claim, demand, actionpertaining to, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or transactions contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under by this Agreement, which Lender reasonably believes might involve or (iv) the Loan Documents lead to some liability of Lender, Borrower shall, immediately upon receipt of written notification of any such claim or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, assume in full the personal responsibility for and the defense of any such claim or demand and pay in connection therewith any loss, damage, deficiency, liability or obligation, including, without limitation, legal fees and court costs incurred in connection therewith. In the event of court action in connection with any such claim or cause demand, Borrower shall assume in full the responsibility for the defense of any such action described and shall immediately satisfy and discharge any final decree or judgment rendered therein. Lender may, in clause (a) aboveits sole discretion, make any payments sustained or incurred by reason of any of the foregoing; and (c) any Borrower shall immediately repay to Lender, in cash and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result not with proceeds of the assertion of any foregoing claimLoan, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claimpayment, demand, action or cause of action and shall permit Borrower to participate with interest thereon at the Default Rate (as defined in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms Note) from the date of such proposed settlement or compromise reasonably payment. Lender shall have the right to join Borrower as a party defendant in advance of settling or compromising such claim or proceeding any legal action brought against Lender, and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then Borrower hereby consents to the extent reasonably necessary to avoid such entry of an order making Borrower a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower party defendant to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenderssuch action.

Indemnity by Borrower. (a) Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (ai) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any of its officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving FacilityLoan Documents, (ii) the Commitments, the use or contemplated use of the proceeds of any BorrowingExtension of Credit, (iii) or the relationship of Borrower Borrower, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (biii) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (ai) or (ii) above; and (civ) any and all liabilitiesliabilities (including liabilities under indemnities), losses, reasonable costs or expenses (including reasonable attorneys’ fees and Attorney Costs (limited to one law firm for Lenders unless Lenders have differing interests or defenses that preclude the reasonably allocated costs engagement of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesone law firm to represent Lenders)) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, including settlement costs incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteemisconduct. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under The agreements in this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Lender and each Lender and their respective of its directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Lender) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such Person has or asserts against Borrower, any amount excluded from the definition Subsidiary of “Taxes” in Section 3.10(e)Borrower or any of their respective officers, directors, agents, attorneys, employees or shareholders; (b) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of between Borrower and Lender under any of the Lenders under this Agreement, or (iv) the Loan Plan Documents or the Revolving Facility in any other manner or aspecttransactions contemplated thereby; (bc) any and all administrative or investigative proceeding proceedings by any Governmental Agency arising out of or related to a any claim, demand, action or cause of action described in clause clauses (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of actionthe foregoing; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted misconduct. Each Indemnitee is authorized to employ counsel of its own choosing in enforcing its rights hereunder and in defending against it by another Indemnitee. If any claim, demand, action or action, cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action administrative or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or investigative proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee9.9; provided that each Indemnitee shall endeavor, all such Indemnitees shall be represented in connection with any matter covered by the same legal counsel (this Section 9.9 which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 9.9 shall be and hereby is covered and secured by the Plan Documents, and shall survive the expiration or termination of this Loan Agreement and the repayment of all Borrowings the Loan and the payment and performance of all other Obligations owed to the LendersLender.

Indemnity by Borrower. Borrower agrees to indemnify, save save, and hold harmless the Administrative Agent and Lead Arranger and Sole Book Manager and each Lender Bank and their respective directors, officers, agents, attorneys attorneys, and employees (collectively collectively, the “Indemnitees”"indemnitees") from and against: (ai) any and all claims, demands, actions or causes of action that are asserted against any indemnitee (except a claim, demand, action, other than by Borrower or cause of action for by any amount excluded from the definition of “Taxes” in Section 3.10(e)other indemnitee) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowera Commitment, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingLoans, (iii) the relationship of Borrower and the Lenders under any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents any relationship or the Revolving Facility in alleged relationship of any other manner or aspectindemnitee to Borrower related to this Agreement; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (ai) above; and (ciii) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and disbursements (including the reasonably allocated costs cost of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesin-house counsel)) that any Indemnitee indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, that Borrower shall have no obligation under this Section to any indemnitee with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of that indemnitee or for the breach by the indemnitee of this Agreement or from the transfer or disposition of any liability, loss, cost or expense asserted against it Note by another Indemniteeany Bank. If any claim, demand, action or cause of action is asserted against any Indemniteeindemnitee, such Indemnitee indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if If requested by Borrower in writing) writing and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and action, shall permit Borrower to participate in such contestcontest and shall cooperate with Borrower to the extent their interests are aligned. Any Indemnitee indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain not so settle or compromise without Borrower’s prior consent ('s written approval thereof, which approval may be withheld in Borrower's sole discretion. Any voluntary settlement by an indemnitee of such a claim or proceeding without Borrower's written approval shall not be unreasonably withheld relieve Borrower of its obligation to indemnify that indemnitee with respect to such claim or delayed)proceeding. In connection with any claim, demand, legal action or cause of action covered by this Section 11.11 against involving more than one Indemniteeindemnitee, all such Indemnitees indemnitees shall be represented by the same a single legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if unless such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee indemnitee that is not available to all such Indemnitees, then indemnitees and that to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of assert such a defense or counterclaimcounterclaim would create a conflict of interest, each affected Indemnitee or a potential conflict of interest, in which case such indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)counsel. Any obligation or liability of Borrower to any Indemnitee indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the LendersBanks.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person, each other Agent, each Person identified on the Administrative Agent cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner, each Issuing Lender and each Lender and their respective Affiliates and their and their Affiliates’ respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (ai) any and all claims, demands, actions or causes of action (except that are asserted against any Indemnitee by any Person relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any of its officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Loan Documents, the Revolving FacilityCommitments, (ii) the use or contemplated use of the proceeds of any BorrowingExtension of Credit, (iii) or the relationship of Borrower Borrower, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (biii) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause clauses (ai) or (ii) above; and (civ) any and all liabilitiesliabilities (including liabilities under indemnities), losses, reasonable costs or expenses (including reasonable attorneys’ fees and Attorney Costs (limited to one law firm for Lenders unless Lenders have differing interests or defenses that preclude the reasonably allocated costs engagement of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) one law firm to represent Lenders)), that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, including settlement costs incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liabilityIndemnified Liability to the extent (i) it is found by a final, lossnon-appealable judgment of a court of competent jurisdiction to arise from (x) the bad faith, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause gross negligence of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s or (y) a material breach by such Indemnitee of its express obligations under this Section unless such failure materially prejudices Borrower’s right to participate Agreement; or (ii) not resulting from an act or omission of Borrower or any of its Affiliates in the contest respect of such a claim, demandlitigation, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim investigation or proceeding by one Lender against another Lender (in each case, for which Borrower may the avoidance of doubt, excluding each of the Agents and each Person identified on the cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner in each case in its capacity as such). In no event shall any Indemnitee be liable for payment any damages arising from the use by unauthorized Persons of indemnity hereunder shall give Borrower written notice of the terms of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then Persons except to the extent reasonably necessary it is found by a final, non-appealable judgment of a court of competent jurisdiction to avoid such a conflict of interest arise from the bad faith, willful misconduct or to permit unqualified assertion gross negligence of such a defense or counterclaimIndemnitee. This Section 10.13 shall not apply with respect to taxes other than any taxes that represent losses, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemniteeclaims, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)damages, etc. Any obligation or liability of Borrower to arising from any Indemnitee under non-tax claim. The agreements in this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against any Borrower Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) or the relationship of any Borrower Party, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Agent, the Collateral Agent, and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Such Indemnitee shall act reasonably and in good faith in dealing with such claim, demand, action or cause of action, including in electing whether to offer or accept any settlement or compromise of such claim, demand, action or cause of action. Borrower shall have the burden of establishing the lack of good faith or reasonableness of such Indemnitee. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person, each other Agent, each Person identified on the Administrative Agent cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner and each Lender and their respective Affiliates and their and their Affiliates’ respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (ai) any and all claims, demands, actions or causes of action (except that are asserted against any Indemnitee by any Person relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any of its officers or directors; (ii) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving FacilityLoan Documents, (ii) the Commitments, the Loans, the use or contemplated use of the proceeds of any BorrowingExtension of Credit, (iii) or the relationship of Borrower Borrower, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (biii) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause clauses (ai) or (ii) above; and (civ) any and all liabilitiesliabilities (including liabilities under indemnities), losses, reasonable costs or expenses (including reasonable attorneys’ fees and Attorney Costs (limited to one law firm for Lenders unless Lenders have differing interests or defenses that preclude the reasonably allocated costs engagement of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) one law firm to represent Lenders)), that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, including settlement costs incurred with the prior written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liabilityIndemnified Liability to the extent (i) it is found by a final, lossnon-appealable judgment of a court of competent jurisdiction to arise from (x) the bad faith, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause gross negligence of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s or (y) a material breach by such Indemnitee of its express obligations under this Section unless such failure materially prejudices Borrower’s right to participate Agreement; or (ii) not resulting from an act or omission of Borrower or any of its Affiliates in the contest respect of such a claim, demandlitigation, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim investigation or proceeding by one Lender against another Lender (in each case, for which Borrower may the avoidance of doubt, excluding each of the Agents and each Person identified on the cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner in each case in its capacity as such). In no event shall any Indemnitee be liable for payment any damages arising from the use by unauthorized Persons of indemnity hereunder shall give Borrower written notice of the terms of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then Persons except to the extent reasonably necessary it is found by a final, non-appealable judgment of a court of competent jurisdiction to avoid such a conflict of interest arise from the bad faith, willful misconduct or to permit unqualified assertion gross negligence of such a defense or counterclaimIndemnitee. This Section 10.13 shall not apply with respect to taxes other than any taxes that represent losses, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemniteeclaims, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)damages, etc. Any obligation or liability of Borrower to arising from any Indemnitee under non-tax claim. The agreements in this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to indemnify, defend, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) property that is the relationship subject of any Material Lease or any other collateral given to secure the obligations of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspectrelationship of Borrower, Administrative Agent and Lenders under this Agreement; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) all liabilities, claims, actions, loss, damages, including, without limitation, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Indemnitees’ counsel) directly or indirectly arising out of or resulting from any Hazardous Substance being present at any time in or around any part of Borrower’s properties (leasehold or fee), or in the soil, groundwater or soil vapor on or under Borrower’s properties (leasehold or fee), including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources; (e) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. (a) Borrower agrees to indemnify, defend (subject to Indemnitees’ selection of counsel), save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and each of their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the each, an “IndemniteesIndemnitee”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) property that is the relationship subject of any Material Lease or any other collateral given to secure the obligations of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspectrelationship of Borrower, Administrative Agent and Lenders under this Agreement; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) all liabilities, claims, actions, loss, damages, including, without limitation, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Indemnitees’ counsel) directly or indirectly arising out of or resulting from any Hazardous Substance being present at any time in or around any part of Borrower’s or any Subsidiary’s properties (leasehold or fee), or in the soil, groundwater or soil vapor on or under Borrower’s or any Subsidiary’s properties (leasehold or fee), including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources; (e) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own comparative, contributory or sole negligence (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claimTo the extent that the undertakings to defend, demandindemnify, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under pay and hold harmless set forth in this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower 10.14 may be liable for payment unenforceable in whole or in part because they are violative of indemnity hereunder any law or public policy, the applicable Credit Party shall give Borrower written notice of contribute the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding maximum portion that it is permitted to pay and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a satisfy under applicable law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance satisfaction of all other Obligations owed to the LendersIndemnified Liabilities incurred by Indemnitees or any of them.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Lead Arranger and each Lender and its Affiliates and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan or any Letter of Credit, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and all Letters of Credit and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to shall indemnify, save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agentslenders, attorneys and employees (collectively the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of action, directly or indirectly, relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerthe Loan, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the Loan or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority, directly or indirectly, related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; PROVIDED, HOWEVER, that Borrower shall have no obligation under this Section 5.19 to the Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lender or for its assignees or the breach by the Lender or its assignees of this Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lender or its assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lender or its assignees, or from the transfer or disposition by the Lender of any Debenture or the Common Stock issued upon conversion of the Debenture. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand action or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall, in good faith, contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable liable, for payment to or on behalf of indemnity hereunder an Indemnitee hereunder, shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action or cause of action covered by this Section 11.11 against more than one 5.19; PROVIDED, HOWEVER, that each Indemnitee shall endeavor in connection with any matter covered by this Section 5.19 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5.19 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebenture.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Creditor and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except that are asserted against any Indemnitee by any third party, if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such Person asserts or may assert against Borrower (or, to the extent related to the Loan Documents or the transactions contemplated thereby, any amount excluded from the definition Affiliate of “Taxes” in Section 3.10(eBorrower or any officer of Borrower); (b) any and all claims, demands, actions or causes of action by a third party if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Commitment, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingLoan or Letter of Credit, (iii) the relationship of Borrower and the Lenders under this Agreement, Agreement or (iv) any transaction contemplated by the Loan Documents or the Revolving Facility in any other manner or aspectDocuments; (bc) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause clauses (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteemisconduct. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure Borrower is materially prejudices Borrower’s right prejudiced thereby (and then only to participate in the contest of such claim, demand, action or cause of action, as hereinafter providedextent prejudiced). Such Each Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action with counsel selected by such Indemnitee. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with defending any claim, demand, action or cause of action covered by this Section; provided that each Indemnitee shall endeavor in connection with any matter covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations (other than the Obligations referenced in Section 3.18) owed to the Lenders; provided, however, that such obligations or liabilities shall not, from and after the date on which the Obligations are fully paid and the Commitments terminated, be deemed Obligations for any purpose under the Loan Documents.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Creditors and their respective members, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”"INDEMNITEES") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Commitment, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower between any such Person and the Lenders Creditors under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including INCLUDING reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided PROVIDED that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for as to any liability, loss, cost claim asserted by that Indemnitee against Borrower to the extent that Borrower prevails on that claim in a final and non-appealable determination by a court of competent jurisdiction or expense asserted against it by another Indemniteean arbitrator appointed in accordance herewith. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's, as applicable, right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Each Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action with counsel of its own choosing and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)proceeding. In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, providedIndemnitees and reasonably acceptable to Borrower; PROVIDED, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided FURTHER PROVIDED that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)counsel. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and Agreement, the repayment of all Borrowings Loans, and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Agent, the Collateral Agent, the Issuing Lender and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.12(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct (determined to be so by a final determination of a court of competent jurisdiction) or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Such Indemnitee shall act reasonably and in good faith in dealing with such claim, demand, action or cause of action, including in electing whether to offer or accept any settlement or compromise of such claim, demand, action or cause of action. Borrower shall have the burden of establishing the lack of good faith or reasonableness of such Indemnitee. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Obligor, any Affiliate of Borrower any Obligor or any partner, officer, director, stockholder, or other equity interest holder of Borrower any Obligor relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of any third party claim related to a transaction between Borrower and the one or more Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspectrespect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services' fees) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim counter claim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Borrower may, upon reasonable prior notice to any Indemnitee, assume control (at the sole expense of Borrower) of the defense of the claim against such Indemnitee through legal counsel selected by Borrower and reasonably acceptable to the Indemnitee, subject to the same proviso with respect to separate counsel as set forth above, and if Borrower exercises this right to take control, the Indemnitee shall nevertheless have the right to participate in the defense of such claim. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Creditors and their respective directors, officers, agents, attorneys and employees (collectively collec tively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower Obligor, their respective Affiliates or any partnerof their respective partners, officerofficers, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) Letter of Credit or Swing Line Advance, or the relationship of Borrower between any such Person and the Lenders Creditors under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for as to any liability, loss, cost claim asserted by that Indemnitee against Borrower to the extent that Borrower prevails on that claim in a final and non-appealable determination by a court of competent jurisdiction or expense asserted against it by another Indemniteean arbitrator appointed in accordance herewith. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Each Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action with counsel of its own choosing and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)proceeding. In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines deter mines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)counsel. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and Agreement, the repayment of all Borrowings Loans, the expiration or termination of all Letters of Credit and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Lead Arranger and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective Affiliates, directors, officers, agents, advisors, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all third party claims, demands, litigation, proceeding, actions or causes of action (except a third party claim, demand, actionlitigation, proceeding, action or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.11(a)) if the third party claim, demand, litigation, proceeding, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, Parent, any Subsidiary or other Affiliate of Borrower or Parent, or any partner, officer, director, stockholder, or other equity interest holder of Borrower or Parent relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingBorrowing or in connection with any Letter of Credit, (iii) the Boat U.S. Acquisition (including, without limitation, any actions taken by or omissions of Borrower, Parent or any of their affiliates in connection therewith whether or not the Boat U.S. Acquisition is consummated), (iv) any information provided to the Administrative Agent or any Lenders by Borrower, Parent or any of their subsidiaries, (v) the timing of any public disclosures made or not made by Borrower, Parent or any of their Subsidiaries, (vi) any related transaction, (vii) any third party brokerage fees other than those expressly agreed to by the Administrative Agent or a Lender, (viii) the sending of any materials or information through electronic, telecommunications or other information transmittal systems, (ix)the relationship of Borrower and the Lenders under this Agreement, (x) the Commitments, (xi) the Collateral, or (ivxii) the Loan Documents or the Revolving Facility in any other manner or aspect, in each case, regardless of any Indemnitee is a party to any of the foregoing; (b) any administrative or investigative proceeding or investigation by any Governmental Agency arising out of or related to a claim, demand, action or cause of action any item described in clause (a) above; and (c) any and all liabilities, losses, damages, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of in-house attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion assertion, institution or conduction (as applicable) of any foregoing third party claim, demand, litigation, investigation, proceeding, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, lossdamage, cost or expense asserted (a) to the extent arising solely from any claim against it such Indemnitee from another Indemnitee or (b) that are found by another a final, non- appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, or gross negligence of such Indemnitee or such Indemnitee’s directors, officers, employees, agents, advisors, attorneys and Affiliates. No Indemnitee shall be liable to Borrower, Parent or any of their Subsidiaries or any Affiliates thereof or to Borrower’s, Parent’s or any of their Subsidiaries’ or any of their Affiliate’s respective security holders or creditors for any special, indirect, consequential or punitive damages relating to the Revolving Facility or any of the other matters described in the preceding sentence or for any damages arising from the use by others of confidential information or other materials sent through electronic, telecommunications or other information transmittal systems. If any third party claim, demand, litigation, investigation, proceeding, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such third party claim, demand, litigation, proceeding, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and so long as no Event of Default has occurred and is continuing and Borrower is current on all payments under the Loan Documents including under this Section 11.11, such Indemnitee shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any third party claim, demand, litigation, investigation, proceeding, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoingAdministrative Agent) selected by the Indemnitees, Administrative Agent; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.this

Indemnity by Borrower. Borrower agrees to indemnify, defend, save and hold harmless the Administrative Agent and each Lender and their its respective Affiliates, directors, officers, agents, attorneys and employees (collectively collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitment, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) property that is the subject of any Material Lease or any other collateral given to secure the obligations of Borrower under this Agreement, or the relationship of Borrower and the Lenders Lender under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) all liabilities, claims, actions, loss, damages, including, without limitation, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Indemnitees’ counsel) directly or indirectly arising out of or resulting from any Hazardous Substance being present at any time in or around any part of the Borrower’s properties (leasehold or fee), or in the soil, groundwater or soil vapor on or under the Borrower’s properties (leasehold or fee), including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources; (e) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Co-Lead Arrangers and each Lender and its Affiliates and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan or any Letter of Credit, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and all Letters of Credit and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Creditors and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower Obligor, their respective Affiliates or any partnerof their respective partners, officerofficers, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) Letter of Credit or Swing Line Advance, or the relationship of Borrower between any such Person and the Lenders Creditors under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and and, without duplication, the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for (i) any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct misconduct, (ii) any claims or for causes of action between two or more of the Creditors or (iii) as to any liability, loss, cost claim asserted by that Indemnitee against Borrower to the extent that Borrower prevails on that claim in a final and non-appealable determination by a court of competent jurisdiction or expense asserted against it by another Indemniteean arbitrator appointed in accordance herewith. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Each Indemnitee may (and shall, if requested by Borrower in writingi) contest the validity, applicability and amount of such claim, demand, action or cause of action with counsel of its own choosing and shall permit (ii) reasonably (as determined by a Lender providing credit facilities substantially similar to those described in this Agreement) settle or compromise any claim or proceeding for which Borrower to participate in such contestmay be liable for payment of indemnities hereunder. Any Indemnitee that proposes to so settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)proceeding. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and Agreement, the repayment of all Borrowings Loans, the expiration or termination of all Letters of Credit and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save save, and hold harmless the Administrative Agent and each Lender Bank and their respective directors, officers, agents, attorneys attorneys, and employees (collectively collectively, the “Indemnitees”"indemnitees") from and against: (ai) any and all claims, demands, actions or causes of action that are asserted against any indemnitee (except a claim, demand, action, other than by Borrower or cause of action for by any amount excluded from the definition of “Taxes” in Section 3.10(e)other indemnitee) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowera Commitment, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingLoans, (iii) the relationship of Borrower and the Lenders under any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents any relationship or the Revolving Facility in alleged relationship of any other manner or aspectindemnitee to Borrower related to this Agreement; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (ai) above; and (ciii) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and disbursements (including the reasonably allocated costs cost of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesin-house counsel)) that any Indemnitee indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, that Borrower shall have no obligation under this Section to any indemnitee with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of that indemnitee or for the breach by the indemnitee of this Agreement or from the transfer or disposition of any liability, loss, cost or expense asserted against it Note by another Indemniteeany Bank. If any claim, demand, action or cause of action is asserted against any Indemniteeindemnitee, such Indemnitee indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if If requested by Borrower in writing) writing and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and action, shall permit Borrower to participate in such contestcontest and shall cooperate with Borrower to the extent their interests are aligned. Any Indemnitee indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain not so settle or compromise without Borrower’s prior consent ('s written approval thereof, which approval may be withheld in Borrower's sole discretion. Any voluntary settlement by an indemnitee of such a claim or proceeding without Borrower's written approval shall not be unreasonably withheld relieve Borrower of its obligation to indemnify that indemnitee with respect to such claim or delayed)proceeding. In connection with any claim, demand, legal action or cause of action covered by this Section 11.11 against involving more than one Indemniteeindemnitee, all such Indemnitees indemnitees shall be represented by the same a single legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if unless such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee indemnitee that is not available to all such Indemnitees, then indemnitees and that to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of assert such a defense or counterclaimcounterclaim would create a conflict of interest, each affected Indemnitee or a potential conflict of interest, in which case such indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)counsel. Any obligation or liability of Borrower to any Indemnitee indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the LendersBanks.

Indemnity by Borrower. (a) Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”"INDEMNITEES") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against any Borrower Party, any of their Subsidiaries or any of their officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) or the relationship of any Borrower Party, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an Indemnitee, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES"); provided PROVIDED that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under The agreements in this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Bank and each Lender and their respective its directors, officers, agents, attorneys and employees and their respective successors and assigns (collectively the “"Indemnitees”") from and against: (a) any Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)other than Bank) if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) abovethat such Person has or asserts against Borrower, any Affiliate of Borrower or any officer, director or shareholder of Borrower and arises out of or relates to the relationship between Borrower and Bank under any of the Loan Documents or the transactions contemplated thereby; and (cb) any Any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted misconduct. Each Indemnitee is authorized to employ counsel of its own choosing in enforcing its rights hereunder and in defending against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee10.10; provided that each Indemnitee shall endeavor, all such Indemnitees shall be represented in connection with any matter covered by the same legal counsel (this Section 10.10 which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; . Borrower shall be responsible for the fees and further provided that the Administrative Agent (costs of one such counsel, or such greater number of counsel as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination required due to conflicts of the foregoing)interest. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 10.10 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings the Credit and the payment and performance of all other Obligations obligations owed to the LendersBank.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Agent, the Issuing Lender, the Swing Line Lender, the Arrangers and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct (determined to be so by a final determination of a court of competent jurisdiction) or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Such Indemnitee shall act reasonably and in good faith in dealing with such claim, demand, action or cause of action, including in electing whether to offer or accept any settlement or compromise of such claim, demand, action or cause of action. Borrower shall have the burden of establishing the lack of good faith or reasonableness of such Indemnitee. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemniteescounsel, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Secured Obligations owed to the Lenders. Notwithstanding anything to the contrary herein, Borrower shall not be liable under this Section 11.11 for any amounts in respect of Indemnified Taxes, which shall be governed exclusively by Section 3.11, or any amounts in respect of Excluded Taxes. Without limiting Borrower’s indemnification obligations above, to the fullest extent permitted by applicable law, no party hereto shall assert, and each other party hereto hereby waives, any claim against Borrower, any of its Subsidiaries or any Indemnitee, 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, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (other than in respect of any such damages incurred or paid by an Indemnitee to a third party and to which such Indemnitee is otherwise entitled to indemnification as provided above).

Indemnity by Borrower. The Borrower agrees to indemnify, save and hold harmless the Administrative Agent Agent, each Issuing Bank (other than any Third Party Issuer), the LC Guarantor and each Lender and each of their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than the Agent or a Lender) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such Person asserts or may assert against the Borrower or against any amount excluded from Affiliate of the definition Borrower or any officer, director or shareholder of “Taxes” the Borrower or any Affiliate of the Borrower, in Section 3.10(e)its capacity as such Affiliate, officer, director or shareholder; (b) any and all claims, demands, actions or causes of action if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingRevolving Loan, (iii) or the relationship of Borrower the Borrower, or any Affiliate of the Borrower, and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any and all claims, demands, actions or causes of action if the claim, demand, action or cause of action arises out of or relates to the Borrower's or any of its Affiliate's compliance or noncompliance with the requirements of any Environmental Law; (d) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause clauses (a), (b) or (c) above; and (ce) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteemisconduct. If any claim, demand, action or cause the Borrower does not diligently undertake and continue the good faith defense of action is asserted against any an Indemnitee with counsel reasonably acceptable to such Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure is authorized to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate employ counsel of its own choosing in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with defending against any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee13.9; provided that each Indemnitee shall endeavor, all such Indemnitees shall be represented in connection with any matter covered by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the this Section 13.9 that also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; . Whenever practicable, upon obtaining actual knowledge of any event that would entitle the Agent and/or any Lender, and/or any such Issuing Bank and/or the LC Guarantor to be indemnified under this Section 13.9, the Agent shall endeavor to provide notice to the Borrower of such fact and further provided that the Administrative Agent (as an Indemnitee) and the Lenders shall at all times be cooperate with the Borrower to endeavor to minimize the liabilities for which the Agent and/or any such Issuing Bank and/or the LC Guarantor and/or any Lender is entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)indemnified. Any obligation or liability of the Borrower to any Indemnitee under this Section 11.11 13.9 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Agent, such Issuing Banks, the LC Guarantor and the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Co-Lead Arrangers and each Lender and its Affiliates and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all pending claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan or any Letter of Credit, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its material breach of, or material failure to perform, any of its obligations under this Agreement or its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). Borrower agrees that it shall not settle any such claim or proceeding involving any Indemnitee without the prior written consent of such Indemnitee, unless such settlement shall (a) includes a provision unconditionally releasing such Indemnitee from and holding such Indemnitee harmless against all liability in respect of claims by the releasing party related to or arising from the matters at issue in such claim or proceeding and (b) does not include any admission or stipulation as to fault or liability. In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and all Letters of Credit and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Obligor, any Affiliate of Borrower any Obligor or any partner, officer, director, stockholder, or other equity interest holder of Borrower any Obligor relating to any of the Revolving FacilityFacilities, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent, the Co-Agent and each Lender Bank and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any Any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.10(c)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower shareholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders Banks under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any Any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any Any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such -89- claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayedwithheld). In connection with any claim, demand, action or cause of action covered by this Section 11.11 11.10 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 11.10 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the LendersBanks.

Indemnity by Borrower. Borrower agrees to indemnify, save save, and hold harmless the Administrative Agent Agents and each Lender Bank and their respective directors, officers, agents, attorneys attorneys, and employees (collectively collectively, the “Indemnitees”"indemnitees") from and against: (ai) any and all claims, demands, actions or causes of action that are asserted against any indemnitee (except a claim, demand, action, other than by Borrower or cause of action for by any amount excluded from the definition of “Taxes” in Section 3.10(e)other indemnitee) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Commitment, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingLoans, (iii) the relationship of Borrower and the Lenders under any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents any relationship or the Revolving Facility in alleged relationship of any other manner or aspectindemnitee to Borrower related to this Agreement; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (ai) above; and (ciii) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and disbursements (including the reasonably allocated costs cost of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesin-house counsel)) that any Indemnitee indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, that Borrower shall have no obligation under this Section to any indemnitee with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of that indemnitee or for the breach by the indemnitee of this Agreement or from the transfer or disposition of any liability, loss, cost or expense asserted against it Note by another Indemniteeany Bank. If any claim, demand, action or cause of action is asserted against any Indemniteeindemnitee, such Indemnitee indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if If requested by Borrower in writing) writing and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and action, shall permit Borrower to participate in such contestcontest and shall cooperate with Borrower to the extent their interests are aligned. Any Indemnitee indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain not so settle or compromise without Borrower’s prior consent ('s written approval thereof, which approval may be withheld in Borrower's sole discretion. Any voluntary settlement by an indemnitee of such a claim or proceeding without Borrower's written approval shall not be unreasonably withheld relieve Borrower of its obligation to indemnify that indemnitee with respect to such claim or delayed)proceeding. In connection with any claim, demand, legal action or cause of action covered by this Section 11.11 against involving more than - 108 - 114 one Indemniteeindemnitee, all such Indemnitees indemnitees shall be represented by the same a single legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if unless such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee indemnitee that is not available to all such Indemnitees, then indemnitees and that to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of assert such a defense or counterclaimcounterclaim would create a conflict of interest, each affected Indemnitee or a potential conflict of interest, in which case such indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)counsel. Any obligation or liability of Borrower to any Indemnitee indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the LendersBanks.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, ----------- demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) or the relationship of Borrower Borrower, the Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee's own negligence (all the foregoing, collectively, the "Indemnified Liabilities"); provided that ----------------------- -------- no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and --------------------- hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or ------------ causes of action (except a claim, demand, action, or cause of action for any ------ amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, ------- demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and - all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees --------- and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be -------- entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be ----- represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing -------- all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the ------- -------- Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 ----- shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against any Borrower Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) or the relationship of any Borrower Party, Administrative Agent and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an Indemnitee, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under The agreements in this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Lender, Lender’s affiliates, and their respective directors, partners, officers, members, equity holders, agents, attorneys and employees (collectively collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of between Borrower and the Lenders Lender under this Agreement, or (iv) any of the Loan Documents or the Revolving Facility in any other manner or aspecttransactions contemplated thereby; (b) any and all administrative or investigative proceeding proceedings by any Governmental Agency governmental agency or authority arising out of or related to a any claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable and documented out-of-pocket attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claimof the foregoing; provided, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own or its employees’ or agents’ gross negligence negligence, bad faith or willful misconduct or for any liability, loss, cost or expense asserted misconduct. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against it by another Indemnitee. If any claim, demand, action or action, cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action administrative or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or investigative proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, section; provided, that if the Indemnitees as a group shall retain only one law firm to represent them with respect to any such legal counsel determines in good faith that representing all such Indemnitees would or could result in a matter unless there is, under applicable standards of professional conduct, an actual conflict of interest under Laws on any significant issue between the positions of any two or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such more Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 section shall be and hereby is covered and secured by the Loan Documents and shall survive the expiration or termination of this Agreement and the repayment of all Borrowings the Loan and the payment and performance of all other Obligations obligations owed to the LendersLender.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Co-Lead Arrangers and each Lender and its Affiliates and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct misconduct, in each case, determined in a final, non-appealable decision by a court of competent jurisdiction, or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders. To the extent permitted by applicable law, Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, exemplary, incidental, consequential or punitive damages (including, without limitation, any lost profits, business or anticipated savings) which may be alleged as a result of, or otherwise arising in connection with, this Agreement or any agreement or instrument contemplated hereby or any Loan of the use of proceeds thereof.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Lead Arranger and each Lender Bank and its Affiliates and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan or any Letter of Credit, (iii) or the relationship of Borrower and the Lenders Banks under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and all Letters of Credit and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the LendersBanks.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Lead Arranger and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate of Borrower Loan Parties or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 18.10 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 18.10 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to shall indemnify, save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agentslenders, attorneys and employees (collectively the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of action, directly or indirectly, relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents issued pursuant thereto, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Loans, (iii) or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority, directly or indirectly, related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; PROVIDED, HOWEVER, that Borrower shall have no obligation under this Section 5.16 to the Agreement -------------------------------------------------------------------------------- Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lender or for its assignees or the breach by Lender or its assignees of this Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lender or its assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lender or its assignees, or from the transfer or disposition by the Lender of any Debentures or the Common Stock issued upon conversion of the Debentures. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless except to the extent such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand action or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall, in good faith, contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable liable, for payment to or on behalf of indemnity hereunder an Indemnitee hereunder, shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action or cause of action covered by this Section 11.11 against more than one 5.16; PROVIDED, HOWEVER, that each Indemnitee shall endeavor in connection with any matter covered by this Section 5.16 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5.16 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures.

Indemnity by Borrower. (a) Borrower agrees to shall indemnify, save save, and hold harmless the Administrative Agent and each harmless, Lender and their respective its directors, officers, agents, attorneys attorneys, and employees (collectively collectively, the “Indemnitees”"indemnitees") from and against: (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) indemnitee if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Loan Agreement and the other Loan Documents issued pursuant thereto, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Loans, (iii) or the relationship of Borrower and the Lenders Lender under this Loan Agreement or any transaction contemplated pursuant to this Loan Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority directly or indirectly related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section to Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of Lender or for its assignees or the breach by the Lender or its assignees of this Loan Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by Lender or its assignees of any agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another IndemniteeLender or its assignees, or from the transfer or disposition by Lender of any Debenture or the Common Stock issued upon conversion. If any claim, demand, action or cause of action is asserted against any Indemniteeindemnitee, such Indemnitee indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee In the event that such indemnitee's failure to properly notify the Borrower materially prejudices Borrower's right to participate in the contest of such claim, demand, action, or cause of action, then said indemnitees shall have no right to receive and Borrower shall have no obligation to pay any indemnification amounts hereunder. Borrower may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of elect to defend any such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.its

Indemnity by Borrower. The Borrower agrees to indemnify, save and hold harmless the Administrative Agent Bank and each Lender and their respective its Affiliates, directors, officers, agents, attorneys and employees (collectively collectively, the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than the Borrower) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such Person asserts or may assert against the Borrower, any amount excluded from Affiliate of the definition Borrower or any officer, director or shareholder of “Taxes” in Section 3.10(e)the Borrower; (b) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than the Borrower) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving FacilityCredit Loans, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the Revolving Credit Loans or the relationship of the Borrower and the Lenders Bank under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause clauses (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion of any foregoing claimforegoing; provided, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteemisconduct. If any claim, demand, action or cause of action is asserted against any IndemniteeIndemnitee and such Indemnitee intends to claim indemnification from the Borrower under this Section 8.03, such Indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect Borrower’s the obligations of the Borrower under this Section 8.03 unless such failure materially prejudices the Borrower’s 's right to participate participate, or the Borrower's rights, if any, in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Each Indemnitee may (may, and shall, if requested by the Borrower in writing) writing shall, in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action with counsel selected by such Indemnitee and reasonably acceptable to the Borrower, and shall permit the Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower’s 's prior written consent, which consent (which shall not be unreasonably withheld or delayed)withheld. In connection with any claim, demand, action or cause of action covered by this Section 11.11 8.03 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged selected by the Indemnitees or attorneys employed by an Indemnitee or a combination of and reasonably acceptable to the foregoing) selected by the Indemnitees, Borrower; provided, that if such legal counsel determines in good faith and advises the Borrower in writing that representing all such Indemnitees would or could result in a conflict of interest under Laws legal requirements or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts Indemnitee and reasonably acceptable to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)Borrower. Any obligation or liability of the Borrower to any Indemnitee under this Section 11.11 8.03 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings the Revolving Credit Loans and the payment and performance of all other Obligations owed Indebtedness owing to the LendersBank for the statute of limitations period applicable to such claim or contest.

Indemnity by Borrower. Borrower agrees to will indemnify, save save, defend, and hold harmless the Administrative Agent and each Lender and their its respective Affiliates, directors, officers, shareholders, agents, attorneys attorneys, and employees (collectively collectively, the “Indemnitees”"INDEMNITEE") from and against: (a) any and all claims, demands, actions actions, or causes of action (except that are asserted against any indemnitee by any Person if the claim, demand, action, or cause of action relates to a claim, demand, action, or cause of action for that the Person asserts or may assert against Borrower, any amount excluded from Guarantor or any of the definition Property, (b) any and all claims, demands, actions or causes of “Taxes” in Section 3.10(e)) action that are asserted against any indemnitee if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) the failure of Borrower, any Subsidiary or other Affiliate of Borrower Guarantor or any partnerother Person to perform or comply with any of the terms, officer, director, stockholder, covenants or provisions of this Loan Agreement or of any of the other equity interest holder of Borrower relating to the Revolving FacilityLoan Documents, (iic) any and all claims, demands, actions or causes of action that are asserted against any indemnitee if the use claim, demand, action or contemplated use cause of proceeds action directly or indirectly relates to any failure of condition or any Borrowingother breach or default under any Governmental Requirement applicable to Borrower, any Guarantor or any of the Property, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bd) any administrative or investigative proceeding by any Governmental Agency arising out of Authority directly or indirectly related to a claim, demand, action or cause of action described in clause clauses (a), (b) or (c) above; , and (ce) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ fees ' fees, expenses and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee indemnitee suffers or incurs as a result of any of the assertion foregoing; PROVIDED, HOWEVER, that Borrower shall have no obligation under this SECTION 4.12 to any indemnitee with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of such indemnitee or for any liability, loss, cost of such indemnitee's agents or expense asserted against it by another Indemniteeemployees nor shall Borrower have any obligation under this SECTION 4.12 to any indemnitee with respect to any negligent act of Lender in operating or managing the Property after Lender has taken possession thereof. If any claim, demand, action or cause of action is asserted against any Indemniteeindemnitee, such Indemnitee indemnitee shall promptly notify Borrower, but the failure to do so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section SECTION 4.12 unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if If requested by Borrower in writing) writing and so long as no Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and the amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s concurrence thereto. In connection with Each indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action action, or cause of action covered by this Section 11.11 against more than one IndemniteeSECTION 4.12; PROVIDED, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, providedHOWEVER, that if such legal counsel determines each indemnitee shall endeavor, but shall not be obligated, in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable connection with any matter covered by this SECTION 4.12 which also involves other indemnitees, to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lendersindemnitees.

Indemnity by Borrower. Borrower agrees to shall indemnify, save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agentslenders, attorneys and employees (collectively the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of action, directly or indirectly, relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerthe Loan, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the Loan or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority, directly or indirectly, related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section 5.19 to the Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lender or for its assignees or the breach by Lender or its assignees of this Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lender or its assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lender or its assignees, or from the transfer or disposition by the Lender of any Debentures or the Common Stock issued upon conversion of the Debentures. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand action or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall, in good faith, contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable liable, for payment to or on behalf of indemnity hereunder an Indemnitee hereunder, shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action or cause of action covered by this Section 11.11 against more than one 5.19; provided, however, that each Indemnitee shall endeavor in connection with any matter covered by this Section 5.19 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5.19 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures. THE BORROWER RECOGNIZES AND AGREES THAT THE FOREGOING INDEMNITY MAY RESULT IN ONE OR MORE INDEMNITEES BEING INDEMNIFIED, IN WHOLE OR IN PART, FOR THE CONSEQUENCES OF SUCH PERSON'S NEGLIGENCE.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Managing Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”"INDEMNITEES") from and against: (a) any and all claims, demands, actions or causes of action (except EXCEPT a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower their Affiliates or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including INCLUDING reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided PROVIDED that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, providedIndemnitees and reasonably acceptable to Borrower; PROVIDED, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each Indemnitee so affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided FURTHER PROVIDED that the Administrative Managing Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Managing Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and Agreement, the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, defend, save and hold harmless the Administrative Agent and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than another indemnitee) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents (including the Original Credit Agreement), officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan or any collateral given to secure the Obligations, (iii) or the relationship of Borrower and the Lenders Indemnitees under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) all liabilities, claims, actions, loss, damages, including, without limitation, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Indemnitees' counsel) directly or indirectly arising out of or resulting from any Hazardous Substance being present at any time in or around any part of the property of Borrower or any Subsidiary, or in the soil, groundwater or soil vapor on or under such property, including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources; and (e) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this This Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 10.14 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersAgreement.

Indemnity by Borrower. Borrower agrees to shall indemnify, save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agentslenders, attorneys and employees (collectively the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of action, directly or indirectly, relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents issued pursuant thereto, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Loans, (iii) or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority, directly or indirectly, related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; PROVIDED, HOWEVER, that Borrower shall have no obligation under this Section 5.16 to the Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lender or for its assignees or the breach by Lender or its assignees of this Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lender or its assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lender or its assignees, or from the transfer or disposition by the Lender of any Debentures or the Common Stock issued upon conversion of the Debentures. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless except to the extent such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand action or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall, in good faith, contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable liable, for payment to or on behalf of indemnity hereunder an Indemnitee hereunder, shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action or cause of action covered by this Section 11.11 against more than one 5.16; PROVIDED, HOWEVER, that each Indemnitee shall endeavor in connection with any matter covered by this Section 5.16 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5.16 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.Debentures. Agreement (Continued) --------------------------------------------------------------------------------

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees employees, successors and assigns (collectively each, an “Indemnitee,” and collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, actionthat are asserted against any Indemnitee by any Person that relates to the Collateral, or cause the ownership or operation thereof by Borrower, (b) any and all claims, demands, actions or causes of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Loan, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Loan, (iii) the relationship of Borrower and the Lenders under Term Loan Agreement this Agreement or any transaction contemplated by this Agreement, or (iv) the Loan Documents in each instance other than with respect to Article 9 or the Revolving Facility in any other manner or aspect; relationship by and between the Lenders and the Administrative Agent;, (bc) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause clauses (a) aboveor (b) above other than related to Article 9 or the relationship by and between the Lenders and the Administrative Agent; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it as finally determined in a non appealable decision by another Indemniteea court of competent jurisdiction. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall reasonably, promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s ’ obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contestSection. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s ’ prior consent, which consent (which shall not unreasonably be unreasonably withheld or delayed)withheld. In connection with Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee10.9; provided that each Indemnitee shall endeavor, all such Indemnitees but shall not be represented obligated, in connection with any matter covered by the same legal counsel (this Section 10.9 which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 10.9 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to Lender. Notwithstanding anything in this Section 10.9 to the contrary, the foregoing obligations on the part of Borrower shall not apply to any claim, cause of action or dispute arising out of or related to the syndication of the Loan, the matters set forth in Article 9 of this Agreement, or the relationship by or between the Administrative Agent and any one or more Lenders, or any of them.

Indemnity by Borrower. The Borrower agrees to indemnify, save and hold harmless the Administrative Agent Bank and each Lender and their respective its Affiliates, directors, officers, agents, attorneys and employees (collectively collectively, the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than the Borrower) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such Person asserts or may assert against the Borrower, any amount excluded from Affiliate of the definition Borrower or any officer, director or shareholder of “Taxes” in Section 3.10(e)the Borrower; (b) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than the Borrower) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving FacilityCredit Loans, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the Revolving Credit Loans or the relationship of the Borrower and the Lenders Bank under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause clauses (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion of any foregoing claimforegoing; provided, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteemisconduct. If any claim, demand, action or cause of action is asserted against any IndemniteeIndemnitee and such Indemnitee intends to claim indemnification from the Borrower under this Section 8.03, such Indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect Borrower’s the obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest Borrower under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.this

Indemnity by Borrower. (a) Borrower agrees to shall indemnify, save save, and hold harmless the Administrative Agent and each harmless, Lender and their respective its directors, officers, agents, attorneys attorneys, and employees (collectively collectively, the “Indemnitees”"indemnitees") from and against: (ai) any and all claims, demands, actions, or causes of action asserted against any indemnitee by any Person if the claim, demand, action, or cause of action directly or indirectly relates to a claim, demand, action, or cause of action that the Person asserts or may assert against Borrower, or any Affiliate of Borrower or any officer, director or shareholder of Borrower, (ii) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) indemnitee if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Loan Agreement and the other Loan Documents issued pursuant thereto, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Loans, (iii) or the relationship of Borrower and the Lenders Lender under this Agreement, Loan Agreement or any transaction contemplated pursuant to this Loan Agreement (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (biii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority directly or indirectly related to a claim, demand, action or cause of action described in clause clauses (ai) or (ii) above; , and (civ) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section to Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of Lender or for its assignees or the breach by the Lender or its assignees of this Loan Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by Lender or its assignees of any agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another IndemniteeLender or its assignees, or from the transfer or disposition by Lender of any Debenture or the Common Stock issued upon conversion. If any claim, demand, action or cause of action is asserted against any Indemniteeindemnitee, such Indemnitee indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee In the event that such indemnitee's failure to properly notify the Borrower materially prejudices Borrower's right to participate in the contest of such claim, demand, action, or cause of action, then said indemnitees shall have no right to receive and Borrower shall have no obligation to pay any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee (at Borrower's expense) shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment to or on behalf of indemnity an indemnitee hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s concurrence thereto. In connection with the event that said indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said indemnitee shall have no right to receive and Borrower shall have no obligation to pay any indemnification amounts hereunder. Each indemnitee is to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action action, or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Section; provided, however, that if such legal counsel determines each indemnitee shall endeavor, but shall not be obligated, in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable connection with any matter covered by this Section which also involves other indemnitees, to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that indemnitees, including by allowing indemnitor to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) indemnitee's approval, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures.

Indemnity by Borrower. Borrower agrees to indemnify, defend, save and hold harmless the Administrative Agent and each Lender and their its respective Affiliates, directors, officers, agents, attorneys and employees (collectively collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) property that is the subject of any Material Lease or any other collateral given to secure the obligations of Borrower under this Agreement, or the relationship of Borrower and the Lenders Lender under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) all liabilities, claims, actions, loss, damages, including, without limitation, foreseeable and unforeseeable consequential Identive Group, Inc. Credit Agreement damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Indemnitees' counsel) directly or indirectly arising out of or resulting from any Hazardous Substance being present at any time in or around any part of the property that is the subject of any Material Lease, or in the soil, groundwater or soil vapor on or under the property that is the subject of any Material Lease, including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources; (e) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this This Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 9.14 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersAgreement.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold --------------------- harmless the Administrative Agent and each Lender Creditor and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and ----------- against: (a) any and all claims, demands, actions or causes of action (except that are asserted against any Indemnitee by any third party, if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such Person asserts or may assert against Borrower (or, to the extent related to the Loan Documents or the transactions contemplated thereby, any amount excluded from the definition Affiliate of “Taxes” in Section 3.10(eBorrower or any officer of Borrower); (b) any and all claims, demands, actions or causes of action by a third party if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Commitment, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any BorrowingLoan or Letter of Credit, (iii) the relationship of Borrower and the Lenders under this Agreement, Agreement or (iv) any transaction contemplated by the Loan Documents or the Revolving Facility in any other manner or aspectDocuments; (bc) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause clauses (a) or (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable --------- attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be ------------- entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteemisconduct. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure Borrower is materially prejudices Borrower’s right prejudiced thereby (and then only to participate in the contest of such claim, demand, action or cause of action, as hereinafter providedextent prejudiced). Such Each Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action with counsel selected by such Indemnitee. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with defending any claim, demand, action or cause of action covered by this Section; provided that each Indemnitee shall endeavor in connection with any matter covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations (other than the Obligations referenced in Section 3.18) owed to the Lenders; provided, however, that such obligations or liabilities -------- shall not, from and after the date on which the Obligations are fully paid and the Commitment terminated, be deemed Obligations for any purpose under the Loan Documents.

Indemnity by Borrower. Borrower agrees to indemnify, save --------------------- and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from ----------- and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from ------ the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Subsidiaries or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses - (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification under this -------- Section for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writingwriting (and at Borrower's sole expense)) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal -------- counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an ------- -------- Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and Agreement, the repayment of all Borrowings Loans, the expiration or termination of all Letters of Credit and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, defend, save and hold harmless the Administrative Agent and each Lender and their respective its participants, directors, officers, agents, attorneys and employees and their respective successors and assigns (collectively collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Lender or a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)participant) if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause that such Person has or asserts against Borrower, any Affiliate of Borrower or any officer, director or principal of Borrower and arises out of or relates to the relationship between Borrower and Lender under any of the Loan Documents or the transactions contemplated thereby; (ab) aboveany and all liabilities, losses, costs or expenses (including attorneys’ fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result, directly or indirectly, of any event, circumstance or matter occurring by reason of Lender making the Loan and/or with respect to the Property, the Separate Property or other Collateral; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted misconduct. Each Indemnitee is authorized to employ counsel of its own choosing in enforcing its rights hereunder and in defending against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)11.10. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 11.10 shall be and hereby is covered and secured by the Loan Documents and the Collateral, and shall survive the expiration or termination of this Agreement and the repayment of all Borrowings the Loan and the payment and performance of all other Obligations owed to the LendersLender.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Lead Arranger and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 18.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 18.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agents, attorneys and employees (collectively collectively, the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except collectively, a claim, demand, action, or cause of action for "Claim") that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action Claim arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of between Borrower and the Lenders Lender under this Agreement, or (iv) any of the Loan Documents or the Revolving Facility in any other manner or aspecttransactions contemplated thereby; (b) any and all administrative or investigative proceeding proceedings by any Governmental Agency governmental agency or authority arising out of or related to a any claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of actionthe foregoing; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own or its employees' or agents' gross negligence or willful misconduct or misconduct; and provided, further, that Lender shall not be entitled to indemnification for any liability, loss, cost or expense Claims asserted by stockholders of Lender in a derivative action. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against it by another Indemnitee. If any claim, demand, action or action, cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action administrative or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or investigative proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all IndemniteesSection; and further provided that the Administrative Agent (Indemnitees as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which a group may be a retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of professional conduct, conflict on any significant issue between the positions of any two or attorneys employed by the Administrative Agent or a combination of the foregoing)more Indemnitees. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall be and hereby is covered and secured by the Loan Documents and shall survive the expiration or termination of this Agreement and the repayment of all Borrowings the Loan and the payment and performance of all other Obligations obligations owed to the LendersLender.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Creditors and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”"INDEMNITEES") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower Obligor, their respective Affiliates or any partnerof their respective partners, officerofficers, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) Letter of Credit or Swing Line Advance, or the relationship of Borrower between any such Person and the Lenders Creditors under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including INCLUDING reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided PROVIDED that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteemisconduct. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Each Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action with counsel of its own chosing and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)proceeding. In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, providedIndemnitees and reasonably acceptable to Borrower; PROVIDED, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided FURTHER PROVIDED that the Administrative Agent and the Arranger (as an IndemniteeIndemnitees) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or the Arranger or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and Agreement, the repayment of all Borrowings Loans, the expiration or termination of all Letters of Credit and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to shall indemnify, save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agentslenders, attorneys and employees (collectively the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of action, directly or indirectly, relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerthe Loan, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the Loan or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority, directly or indirectly, related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section 5.16 to the Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lender or for its assignees or the breach by Lender or its assignees of this Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lender or its assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lender or its assignees, or from the transfer or disposition by the Lender of any Debentures or the Common Stock issued upon conversion of the Debentures. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand action or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall, in good faith, contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable liable, for payment to or on behalf of indemnity hereunder an Indemnitee hereunder, shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action or cause of action covered by this Section 11.11 against more than one 5.16; provided, however, that each Indemnitee shall endeavor in connection with any matter covered by this Section 5.16 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5.16 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.or

Indemnity by Borrower. Borrower agrees to indemnify, save and --------------------- hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or ------------ causes of action (except a claim, demand, action, or cause of action for any ------ amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, ------- demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and - all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services' fees) that any Indemnitee suffers or --------- incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to -------- indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one ----- Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel -------- determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the ------- -------- Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Borrower may, upon reasonable prior notice to any Indemnitee, assume control (at the sole expense of Borrower) of the defense of the claim against such Indemnitee through legal counsel selected by Borrower and reasonably acceptable to the Indemnitee, subject to the same proviso with respect to separate counsel as set forth above, and if Borrower exercises this right to take control, the Indemnitee shall nevertheless have the right to participate in the defense of such claim. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive ----- the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent, the Co-Agents, the Documentation Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle –71– or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 12.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 12.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Lead Arranger and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and --------------------- hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or ----------- causes of action (except a claim, demand, action, or cause of action for any ------ amount excluded from the definition of “"Taxes” " in Section 3.10(e)) if the ---------------- claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, Parent, any Subsidiary or other Affiliate of Borrower or Parent, or any partner, officer, director, stockholder, or other equity interest holder of Borrower or Parent relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all --- liabilities, losses, reasonable costs or expenses (including reasonable --------- attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any -------- liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against ------------- more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that -------- representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the ---------------- Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 ------------- shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to shall indemnify, save save, and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agents, attorneys attorneys, and employees (collectively collectively, the “"Indemnitees”") from and against: (ai) any and all claims, demands, actions, or causes of action that are asserted against any Indemnitee by any Person if the claim, demand, action, or cause of action directly or indirectly relates to a claim, demand, action, or cause of action that the Person asserts or may assert against Borrower, any Affiliate of Borrower or any officer, director or shareholder of Borrower, (ii) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Commitment, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Advances, (iii) or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (biii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority directly or indirectly related to a claim, demand, action or cause of action described in clause clauses (ai) or (ii) above; , and (civ) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section to Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of Lender or for the breach by Lender of this Agreement or from the transfer or disposition of the Revolving Credit Note, or any liabilityinterest therein, loss, cost or expense asserted against it by another IndemniteeLender. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if If requested by Borrower in writing) writing and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent ('s concurrence thereto which concurrence shall not be unreasonably withheld or delayed)withheld. In connection with Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action action, or cause of action covered by this Section; provided, however, that each Indemnitee shall endeavor, but shall not be obligated, in connection with any matter covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any 103 Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Obligor, any Affiliate of Borrower any Obligor or any partner, officer, director, stockholder, or other equity interest holder of Borrower any Obligor relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspectrespect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that (A) no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another IndemniteeIndemnitee and (ii) none of Xxxxx Fargo & Company nor any of its Subsidiaries (collectively, the “Xxxxx Fargo Entities”) shall be entitled to indemnification for any loss, liability, cost or expense incurred by any Xxxxx Fargo Entity solely as a result of, or otherwise in connection wit or arising with respect to, such Xxxxx Fargo Entity’s equity ownership in Borrower. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.6(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Obligor, any Affiliate of Borrower any Obligor or any partner, officer, director, stockholder, or other equity interest holder of Borrower any Obligor relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. In addition to the payment of expenses pursuant to Section 9.03(a), whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees to defend, indemnify, save pay and hold harmless the Administrative Agent (and any sub-agent thereof), each Lender Bank, each Issuing Bank, any holders of the Loans, and their respective directorsany Related Party of any of the foregoing Persons (collectively, officers, agents, attorneys and employees (collectively the “Indemnitees”) harmless from and against: (a) against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, demandsdisbursements, actions costs and expenses of any kind or causes nature whatsoever (including, without limitation, the reasonable fees and disbursements of action (except counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a claimparty thereto, demandprovided that the Indemnitees shall share counsel to defend their interests to the extent legally practicable), actionthat may be imposed on, incurred by or cause of action for asserted against the Indemnitees by any amount excluded from the definition of “Taxes” third party or by Borrower, in Section 3.10(e)) if the claim, demand, action any manner relating to or cause of action arises arising out of or relates to (i) any act the execution or omission (or alleged act or omission) delivery of Borrowerthis Agreement, any Subsidiary or of the other Affiliate of Borrower Transaction Documents or any partnerother agreement, officerdocument or instrument executed and delivered by Borrower in connection herewith or therewith, directorthe statements contained in any commitment letters delivered by the Administrative Agent or any Bank, stockholder, or other equity interest holder the agreement of Borrower relating the Banks to make the Revolving FacilityLoans under this Agreement, (ii) any Loan or Letter of Credit or the use or contemplated intended use of the proceeds thereof (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of any Borrowing, Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (iii) the relationship any actual or alleged presence or release of Borrower and the Lenders under this Agreementhazardous substances on or from any property owned or operated by Borrower, or any environmental claim related in any way to Borrower or any of its Subsidiaries and (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Loan Documents foregoing, whether based on contract, tort or the Revolving Facility in any other manner theory, whether brought by a third party or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out Borrower, and regardless of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by whether any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as is a result of party thereto (collectively, the assertion of any foregoing claim, demand, action or cause of action“Indemnified Liabilities”); provided that no Indemnitee shall be entitled will have any right to indemnification for any liabilityof the foregoing to the extent resulting from such Indemnitee’s own fraud, loss, cost or expense caused by its own gross negligence or willful misconduct or for a breach in bad faith by such Indemnified Party of its obligations hereunder, in each case as determined by a final non-appealable judgment of a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any liabilitylaw or public policy, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations contribute the maximum portion that it is permitted to pay and satisfy under this Section unless such failure materially prejudices Borrower’s right applicable law to participate in the contest payment and satisfaction of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged Indemnified Liabilities incurred by the Indemnitees or attorneys employed by an Indemnitee or a combination any of them. The provisions of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines undertakings and indemnification set out in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemniteethis Section 9.03(a) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by survive satisfaction and payment of Borrower’s Obligations and the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersAgreement.

Indemnity by Borrower. Borrower agrees to indemnifyindem- nify, save and hold harmless the Administrative Agent Creditors and each Lender the Arranger and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any Any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower shareholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders Banks under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any Any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any Any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest, provided that unless the Indemnitee reasonably determines that allowing Borrower to control the defense thereof would unreasonably expose such Indemnitee to a liability which Borrower is not capable of repaying, Borrower shall have the right to control the defense thereof using counsel for Borrower reasonably acceptable to the Indemnitee, provided that Borrower shall promptly provide copies of all pleadings to the Indemnitees and shall diligently prosecute the defense of all indemnified claims in good faith. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayedwithheld). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel coun- sel or that a defense or counterclaim is available to an Indemnitee Indem- nitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest xxterest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.Banks. 11.12

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each of the Administrative Agent Creditors and each Lender the Lead Arranger and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “Indemnitees”"INDEMNITEES") from and against: (a) any Any and all claims, demands, actions or causes of action (except EXCEPT a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower shareholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan or Letter of Credit, (iii) or the relationship of Borrower and the Lenders Creditors under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any Any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any Any and all liabilities, losses, reasonable costs or expenses (including reasonable INCLUDING attorneys’ ' fees and the reasonably -105- allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided PROVIDED that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest, PROVIDED that unless the Indemnitee reasonably determines that allowing Borrower to control the defense thereof would unreasonably expose such Indemnitee to a liability which Borrower is not capable of repaying, Borrower shall have the right to control the defense thereof using counsel for Borrower reasonably acceptable to the Indemnitee, PROVIDED that Borrower shall promptly provide copies of all pleadings to the Indemnitees and shall diligently prosecute the defense of all indemnified claims in good faith. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayedwithheld). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, providedIndemnitees and reasonably acceptable to Borrower; PROVIDED, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided FURTHER PROVIDED that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim counter claim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to (including the Company) shall indemnify, save and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agentslenders, attorneys and employees (collectively the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of action, directly or indirectly, relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerthe Loan, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the Loan or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority, directly or indirectly, related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section 5.16 to the Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of the Lender or for its assignees or the breach by Lender or its assignees of this Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by the Lender or its assignees of any intercreditor or participation agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteethe Lender or its assignees, or from the transfer or disposition by the Lender of any Debentures or the Common Stock issued upon conversion of the Debentures. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right or ability to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such Indemnitee's failure to properly notify Borrower materially prejudices Borrower's right or ability to participate in the contest of such claim, demand action or cause of action, then said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (and shallat its own expense) asserted against said Indemnitee and, if requested by Borrower in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's expense) shall, in good faith, contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable liable, for payment to or on behalf of indemnity hereunder an Indemnitee hereunder, shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Each Indemnitee may employ counsel, which counsel shall be reasonably acceptable to Borrower, in enforcing its rights hereunder and in defending against any claim, demand, action or cause of action covered by this Section 11.11 against more than one 5.16; provided, however, that each Indemnitee shall endeavor in connection with any matter covered by this Section 5.16 which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that , including allowing Borrower to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 5.16 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures.

Indemnity by Borrower. Borrower agrees to shall indemnify, save defend, and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agents, attorneys attorneys, and employees (collectively each, an "Indemnitee" and collectively, the “"Indemnitees”") from and against: (a) against any and all claimsloss, demandsliability, actions or causes of action (except a obligation, damage, penalty, judgment, claim, demanddeficiency, actionand expense (including interest, or cause of action for any amount excluded from penalties, attorneys' fees, and amounts paid in settlement) to which the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency Indemnitees may become subject arising out of this Agreement and the other Loan Documents, other than Revolving Credit and Term Loan Agreement 21 those which arise by reason of the gross negligence or related to a claimwillful misconduct of Lender, demandBUT SPECIFICALLY INCLUDING ANY LOSS, action or cause of action described in clause (a) above; LIABILITY, OBLIGATION, DAMAGE, PENALTY, JUDGMENT, CLAIM, DEFICIENCY, OR EXPENSE ARISING OUT OF THE SOLE OR CONCURRENT NEGLIGENCE OF LENDER. Borrower shall also indemnify, protect, and (c) hold each Indemnitee harmless from and against any and all liabilities, obligations, losses, reasonable costs or damages, penalties, actions, judgments, suits, claims, proceedings, costs, expenses (including without limitation all reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee legal expenses whether or not suit is brought), and disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against such attorneys and other professional services) that any Indemnitee suffers Indemnitee, with respect to or incurs as a direct or indirect result of the assertion violation by Borrower of any foregoing claimEnvironmental Law, demandor with respect to or as a direct or indirect result of Borrower's use, action generation, manufacture, production, storage release, threatened release, discharge, disposal, or cause presence of action; provided that no Indemnitee shall be entitled to indemnification for any liabilitya Hazardous Material on, lossunder, cost from, or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemniteeabout real property. If any claim, demand, action or cause The provisions of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under and undertakings and indemnifications set forth in this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 6.12 shall survive the expiration or satisfaction and payment of the Obligation and termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed Agreement, but only as to losses, liabilities, obligations, damages, penalties, judgments, claims, deficiencies, or expenses arising prior to the Lenderssatisfaction and payment of the Obligation and termination of this Agreement.

Indemnity by Borrower. Except as limited by the other Loan Documents, Borrower agrees to indemnify, save and hold harmless the Administrative Agent hereby indemnifies Lender and each Lender affiliate thereof and their respective officers, directors, officersemployees, agentsand agents from, attorneys and employees (collectively the “Indemnitees”) from and holds each of them harmless against: (a) , any and all losses, liabilities, claims, demandsdamages, actions costs, and expenses to which any of them may become subject, insofar as such losses, liabilities, claims, damages, costs, and expenses arise from or causes relate to any of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion transactions contemplated thereby or from any investigation, litigation, or other proceeding, including, without limitation, any threatened investigation, litigation, or other proceeding relating to any of any foregoing claimthe foregoing, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its excluding indemnitee’s own gross negligence or willful misconduct strict liability. Without intending to limit the remedies available to Lender with respect to the enforcement of its indemnification rights as stated herein or as stated in any Loan Document, in the event any claims or demand is made or any other fact comes to the attention of Lender in connection with, relating or pertaining to, or arising out of the transaction contemplated by this Agreement, which Lender reasonably believes might involve or lead to some liability of Lender, Borrower shall, immediately upon receipt of written notification of any such claim or demand, assume in full the personal responsibility for and the defense of any liability, such claim or demand and pay in connection therewith any loss, cost damage, deficiency, liability or expense asserted against it by another Indemniteeobligation, including, without limitation, legal fees and court costs incurred in connection therewith. If In the event of court action in connection with any claim, such claim or demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall assume in full the responsibility for the defense of any such action and shall immediately satisfy and discharge any final decree or judgment rendered therein. Lender may, in its good faith discretion, make any payments sustained or incurred by reason of any of the foregoing; and Borrower shall immediately repay to Lender, in cash and not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in with proceeds of the contest of such claimLoan, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claimpayment, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of with interest thereon at the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict default rate of interest under Laws or ethical principles applicable defined in the Note. Lender shall have the right to such join Borrower as a party defendant in any legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemniteesaction brought against Lender, then and Borrower hereby consents to the extent reasonably necessary to avoid such entry of an order making Borrower a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower party defendant to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenderssuch action.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless the each Administrative Agent Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against any Borrower Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan, (iii) or the relationship of any Borrower Party, Administrative Agent and the Lenders under this AgreementAgreement (including any and all claims, demands, actions or causes of action arising out of or resulting from the construction of any improvements on the Real Property Assets, or (iv) the Loan Documents ownership, operation, or use of the Revolving Facility in any other manner Real Property Assets, whether such claims are based on theories of derivative liability, comparative negligence or aspectotherwise); (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) any and all liabilitiesliabilities (including liabilities under indemnities), losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an Indemnitee, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under The agreements in this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligations.

Indemnity by Borrower. Borrower agrees to indemnify, defend, save and hold harmless the Administrative Agent and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively collectively, the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (except other than another indemnitee) relating directly or indirectly to a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises that such Person asserts or may assert against Borrower, any of its Affiliates or any its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relates to (i) any act or omission (or alleged act or omission) of Borrowerrelating to, the Loan Documents, any Subsidiary or other Affiliate of Borrower or any partnerpredecessor loan documents, officerthe Commitments, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of the proceeds of any BorrowingLoan or any collateral given to secure the Obligations, (iii) or the relationship of Borrower and the Lenders Indemnitees under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bc) any administrative or investigative proceeding by any Governmental Agency Authority arising out of or related to a claim, demand, action or cause of action described in clause subsection (a) or (b) above; and (cd) all liabilities, claims, actions, loss, damages, including, without limitation, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Indemnitees' counsel) directly or indirectly arising out of or resulting from any Hazardous Substance being present at any time in or around any part of the property of Borrower or any Subsidiary, or in the soil, groundwater or soil vapor on or under such property, including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources; and (e) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesAttorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee’s own negligence (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this This Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 10.14 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.Agreement. Fusion NBS Acquisition Corp. Credit Agreement

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Agent, the Collateral Agent, and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.12(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct (determined to be so by a final determination of a court of competent jurisdiction) or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Such Indemnitee shall act reasonably and in good faith in dealing with such claim, demand, action or cause of action, including in electing whether to offer or accept any settlement or compromise of such claim, demand, action or cause of action. Borrower shall have the burden of establishing the lack of good faith or reasonableness of such Indemnitee. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to shall indemnify, save save, and hold harmless the Administrative Agent and each Lender and their respective its directors, officers, agents, attorneys attorneys, and employees (collectively collectively, the “Indemnitees”) "Indemnities" from and against: (ai) any and all claims, demands, actions, or causes of action that are asserted against any Indemnitee by any Person if the claim, demand, action, or cause of action directly or indirectly relates to a claim, demand, action, or cause of action that the Person asserts or may assert against Borrower, any Affiliate of Borrower or any officer, director or shareholder of Borrower, (ii) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) of Borrowerthe Commitments, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Advances, (iii) or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (biii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority directly or indirectly related to a claim, demand, action or cause of action described in clause clauses (ai) or (ii) above; , and (civ) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section to Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own the gross negligence or willful misconduct of Lender or for the breach by Lender of this Agreement or from the transfer or disposition of any liability, loss, cost or expense asserted against it the Revolving Credit Note by another IndemniteeLender. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if If requested by Borrower in writing) writing and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent ('s concurrence thereto which concurrence shall not be unreasonably withheld or delayed)withheld. In connection with Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action action, or cause of action covered by this Section; provided, however, that each Indemnitee shall endeavor, but shall not be obligated, in connection with any matter covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the also involves other Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersObligation.

Indemnity by Borrower. Borrower agrees to indemnify, --------------------- save and hold harmless the Administrative Agent and each Lender Bank and their respective directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any and all claims, demands, ----------- actions or causes of action (except a claim, demand, action, or cause of ------ action for any amount excluded from the definition of “"Taxes” " in Section 3.10(e3.12(d)) if the claim, demand, action or cause of action arises out ------- of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders Banks under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and - all liabilities, losses, reasonable costs or expenses (including reasonable --------- attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to -------- indemnification under this Section for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s 's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith -------- that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further ------- provided that the Administrative Agent (as an Indemnitee) shall at all -------- times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and Agreement, the repayment of all Borrowings Loans, the expiration or termination of all Letters of Credit and the payment and performance of all other Obligations owed to the LendersBanks.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and Lead Arranger and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e3.9(d)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or the other Affiliate members of Borrower the Consolidated Group or any partnerof their officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 18.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or 91 attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 18.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Agent, the Issuing Lender, the Swing Line Lender, the Arrangers and each Lender and their respective directors, officers, agents, attorneys and employees Related Parties (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower its Affiliates or any partnerof its officers, officer, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitment, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) or the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct (determined to be so by a nonappealable, final determination of a court of competent jurisdiction) or for any liability, loss, cost or expense loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Such Indemnitee shall act reasonably and in good faith in dealing with such claim, demand, action or cause of action, including in electing whether to offer or accept any settlement or compromise of such claim, demand, action or cause of action. Borrower shall have the burden of establishing the lack of good faith or reasonableness of such Indemnitee. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior written consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemniteescounsel, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that IndemniteeIndemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Secured Obligations owed to the Lenders. Notwithstanding anything to the contrary herein, Borrower shall not be liable under this Section 11.11 for any amounts in respect of Indemnified Taxes, which shall be governed exclusively by Section 3.11, or any amounts in respect of Excluded Taxes. Without limiting Borrower’s indemnification obligations above, to the fullest extent permitted by applicable law, no party hereto shall assert, and each other party hereto hereby waives, any claim against Borrower, any of its Subsidiaries or any Indemnitee, 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, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (other than in respect of any such damages incurred or paid by an Indemnitee to a third party and to which such Indemnitee is otherwise entitled to indemnification as provided above).

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender Creditors and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower Obligor, their respective Affiliates or any partnerof their respective partners, officerofficers, director, stockholder, directors or other equity interest holder of Borrower stockholders relating to the Revolving FacilityCommitments, (ii) the use or contemplated use of proceeds of any BorrowingLoan, (iii) Letter of Credit or Swing Line Advance, or the relationship of Borrower between any such Person and the Lenders Creditors under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any civil penalty or fine assessed by OFAC arising out of or relating to any act or omission (or alleged act or omission) of Borrower, any other Obligor, their respective Affiliates or any of their respective partners, officers, directors or stockholders; (c) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or action, cause of action action, or civil penalty or fine assessed by OFAC described in clause clauses (a) and (b) above; and (cd) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and and, without duplication, the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or action, cause of action, civil penalty or fine; provided that no Indemnitee shall be entitled to indemnification for (i) any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct misconduct, (ii) any claims or for causes of action between two or more of the Creditors or (iii) as to any liability, loss, cost claim asserted by that Indemnitee against Borrower to the extent that Borrower prevails on that claim in a final and non-appealable determination by a court of competent jurisdiction or expense asserted against it by another Indemniteean arbitrator appointed in accordance herewith. If any claim, demand, action or action, cause of action or civil penalty or fine assessed by OFAC is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or action, cause of action, civil penalty or fine as hereinafter provided. Such Each Indemnitee may (and shall, if requested by Borrower in writingi) contest the validity, applicability and amount of such claim, demand, action or action, cause of action action, civil penalty or fine with counsel of its own choosing and shall permit (ii) reasonably (as determined by a Lender providing credit facilities substantially similar to those described in this Agreement) settle or compromise any claim or proceeding for which Borrower to participate in such contestmay be liable for payment of indemnities hereunder. Any Indemnitee that proposes to so settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)proceeding. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and Agreement, the repayment of all Borrowings Loans, the expiration or termination of all Letters of Credit and the payment and performance of all other Obligations owed to the Lenders.

Indemnity by Borrower. (a) Borrower agrees to and Parent shall indemnify, save save, and hold harmless the Administrative Agent and each harmless, Lender and their respective directors, officers, agents, attorneys attorneys, and employees (collectively singularly or collectively, the “Indemnitees”"Indemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for that are asserted against any amount excluded from the definition of “Taxes” in Section 3.10(e)) Indemnitee if the claim, demand, action or cause of action arises out of directly or indirectly relates to (i) any act or omission (or alleged act or omission) of Borrowerthis Agreement and the other Loan Documents issued pursuant thereto, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowingthe Loans, (iii) or the relationship of Borrower and the Lenders Lender under this Agreement or any transaction contemplated pursuant to this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (bii) any administrative or investigative proceeding by any Governmental Agency arising out of Authority directly or indirectly related to a claim, demand, action or cause of action described in clause (ai) above; , and (ciii) any and all liabilities, losses, reasonable costs costs, or expenses (including reasonable attorneys’ ' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional servicesdisbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower and shall have no obligation under this Section 5.12 to any Indemnitees with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross the negligence or willful misconduct of any Indemnitees or for the breach by the Lender or its assignees of this Agreement or any liabilityother Loan Document or other document executed in connection with any of the aforesaid, lossthe breach by any Indemnitees of any agreement or commitment with other parties, cost the violation or expense asserted against it alleged violation of any law, rule or regulation by another Indemniteeany Indemnitees, or from the transfer or disposition by Lender of any Debenture or the Common Stock issued upon Conversion of the Debenture. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify BorrowerBorrower and Parent, but the failure to so promptly notify Borrower and Parent shall not affect Parent's or Borrower’s 's obligations under this Section unless such failure materially prejudices Parent's or Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such In the event that such indemnitee's failure to properly notify the Borrower or Parent materially prejudices Parent's or Borrower's right to participate in the contest of such claim, demand, action, or cause of action, then said Indemnitee shall have no right to receive, and Borrower and Parent shall have no obligation to pay, any indemnification amounts hereunder. Borrower and Parent may elect to defend any such claim, -------------------------------------------------------------------------------- 14 15 Loan Agreement (and shallcontinued) -------------------------------------------------------------------------------- demand, action or cause of action (at its own expense) asserted against said Indemnitee and, if requested by Borrower and Parent in writingwriting and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee (at Borrower's or Parent's expense) shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower or Parent to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower or Parent may be liable for payment to or on behalf of indemnity an Indemnitee hereunder shall give Borrower and Parent written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Parent's or Borrower’s prior consent (which shall not be unreasonably withheld or delayed)'s written concurrence thereto. In connection with the event that said Indemnitee fails to obtain Borrower's or Parent's prior written consent to any such settlement or compromise, said Indemnitee shall have no right to receive and Borrower and Parent shall have no obligation to pay any indemnification amounts hereunder. Each Indemnitee may employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action action, or cause of action covered by this Section 11.11 against more than one 5.12; provided, however, that each Indemnitee shall endeavor, but shall not be obligated, in connection with any matter covered by this Section which also involves any other Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; , including by allowing Borrower and further provided that Parent to select one lawyer for all parties, such selection to be subject to the Administrative Agent (as an Indemnitee) approval of such parties, which approval shall at all times not be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)unreasonably withheld. Any obligation or liability of Borrower and Parent to any Indemnitee under this Section 11.11 5.12 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the LendersDebentures.

Indemnity by Borrower. Except as limited by the other Loan Documents, Borrower agrees to indemnify, save and hold harmless the Administrative Agent hereby indemnifies Lender and each Lender affiliate thereof and their respective officers, directors, officersemployees, agentsand agents from, attorneys and employees (collectively the “Indemnitees”) from and holds each of them harmless against: (a) , any and all losses, liabilities, claims, demandsdamages, actions costs, and expenses to which any of them may become subject, insofar as such losses, liabilities, claims, damages, costs, and expenses arise from or causes relate to any of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion transactions contemplated thereby or from any investigation, litigation, or other proceeding, including, without limitation, any threatened investigation, litigation, or other proceeding relating to any of any foregoing claimthe foregoing, demandincluding, action or cause of action; provided that no Indemnitee shall be entitled but not limited to indemnification for any liability, loss, cost or expense caused by its indemnitee’s own gross negligence or willful misconduct strict liability. Without intending to limit the remedies available to Lender with respect to the enforcement of its indemnification rights as stated herein or as stated in any Loan Document, in the event any claims or demand is made or any other fact comes to the attention of Lender in connection with, relating or pertaining to, or arising out of the transaction contemplated by this Agreement, which Lender reasonably believes might involve or lead to some liability of Lender, Borrower shall, immediately upon receipt of written notification of any such claim or demand, assume in full the personal responsibility for and the defense of any liability, such claim or demand and pay in connection therewith any loss, cost damage, deficiency, liability or expense asserted against it by another Indemniteeobligation, including, without limitation, legal fees and court costs incurred in connection therewith. If In the event of court action in connection with any claim, such claim or demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall assume in full the responsibility for the defense of any such action and shall immediately satisfy and discharge any final decree or judgment rendered therein. Lender may, in its good faith discretion, make any payments sustained or incurred by reason of any of the foregoing; and Borrower shall immediately repay to Lender, in cash and not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in with proceeds of the contest of such claimLoan, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claimpayment, demand, action or cause with interest thereon at the maximum rate of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of interest permitted by applicable law from the terms date of such proposed settlement or compromise reasonably payment. Lender shall have the right to join Borrower as a party defendant in advance of settling or compromising such claim or proceeding any legal action brought against Lender, and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then Borrower hereby consents to the extent reasonably necessary to avoid such entry of an order making Borrower a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower party defendant to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenderssuch action.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent Bank and each Lender and their respective its directors, officers, agents, attorneys and employees (collectively the “"Indemnitees”") from and against: (a) any Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any person (except other than Bank) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action, action or cause of action for that such person asserts or may assert against Borrower or any amount excluded from Affiliate of Borrower or any officer, director or shareholder of Borrower relating to the definition Line of “Taxes” in Section 3.10(e)Credit, the use or contemplated use of proceeds of any Loan or Letter of Credit, or the relationship of Borrower and Bank under this Agreement; (b) Any and all claims, demands, actions or causes of action if the claim, demand, action or cause of action arises out of or relates to (i) any act action or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of inaction by Borrower or any partner, officer, director, stockholder, its Subsidiaries in connection with the Line of Credit or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship Loan or Letter of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspectCredit; (bc) any Any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause clauses (a) or (b) above; and (cd) any Any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ ' fees and (including the reasonably allocated costs cost of attorneys employed by any Indemnitee in-house counsel) and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for of or any liability, loss, cost or expense loss caused by its own gross negligence or willful misconduct or for misconduct. Promptly after receipt by Bank of notice of any liabilitythird-party claim to which the indemnification obligations hereunder would apply, lossBank shall give notice thereof to Borrower in writing, cost or expense asserted against it by another Indemnitee. If any stating the information then available to Bank regarding the amount and nature of such claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to do so promptly notify Borrower shall not affect Borrower’s 's obligations under this Section Paragraph 10.8 unless such failure materially prejudices Borrower’s 's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest shall have the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower 61 right to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 defend against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees claims, demands, actions or attorneys employed by an Indemnitee or a combination causes of the foregoing) selected by the Indemniteesaction, providedat Borrower's cost and expense, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal with counsel selected by that IndemniteeBorrower and reasonably satisfactory to Bank. The Borrower shall regularly keep Bank informed as to the status of, with all and any material developments relating to, any claim subject to this Paragraph 10.8, and shall respond promptly in writing to any reasonable requests by Bank for information or other data concerning such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing)claim. Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 Paragraph 10.8 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings Loans and the payment and performance of all other Obligations owed to the LendersBank.