Common use of Indemnity by Borrower Clause in Contracts

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each 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 (other than Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit 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 relating to, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Agent and Lenders under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney 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 loss caused by its own gross negligence or willful misconduct.

Indemnity by Borrower. (a) Borrower agrees to indemnify, save and hold harmless each Agent-Related Person and each Lender and their respective its 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 (other than Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit Borrower Party, any of their Affiliates or any of their officers or directors; (bii) any and all claims, demands, actions or causes of action (other than by Lender) arising out of or relating to, the Loan Documents, any predecessor loan documents, the CommitmentsCommitment, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Agent Borrower Party and Lenders Lender under this Agreement; (ciii) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (ai) or (bii) above; and (div) any and all liabilities, losses, costs or expenses (including Attorney 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, except as aforesaid, whether or not an Indemnitee is a party to such claimclam, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee's own negligence proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee. The foregoing indemnity shall not extend to any indirect or consequential damages except to the extent such damages are recoverable under a third-party claim against an Indemnitee. The agreements in this Section shall survive repayment of all Obligations.

Indemnity by Borrower. The Borrower agrees to indemnify, save and hold harmless each Administrative 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 (other than the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit Partythe 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 relating to, the Loan Credit Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Partythe Borrower, the Administrative Agent and the Lenders under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney 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, including those liabilities caused by an Indemnitee's own negligence proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys advisors and employees (collectively the "Indemnitees") from and against, and to pay upon demand: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit Borrower Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action action, losses, costs, expenses or liabilities arising out of or relating to, the Spinoff Documents, the Spinoff, the Line of Business Transfer, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any LoanExtension of Credit, or the relationship of any Credit Borrower Party, Administrative Agent and Lenders under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including reasonable Attorney 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 loss caused by its own gross negligence or willful misconductmisconduct as determined by a final nonappealable judgment by a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with Extensions of Credit or the Loan Documents. The obligations of Borrower under this Section shall survive payment of all Obligations.

Indemnity by Borrower. To the fullest extent permitted by law, Borrower agrees to indemnifydefend (with counsel reasonably satisfactory to Administrative Agent), save protect, indemnify and hold harmless each Lenders and Administrative Agent-Related Person , any parent corporation, affiliated corporation or subsidiary of Administrative Agent and the Lenders, and each Lender and of their respective Affiliatesofficers, directors, officers, agentsemployees, attorneys and employees agents (collectively the "Indemnitees"each, an “Indemnified Party”) from and against: (a) against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, demandscosts and expenses of any kind or nature (including, actions or causes without limitation, the disbursements and the reasonable fees of action that are asserted against any Indemnitee by any Person (other than Agent counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of Lenders or any Lender) relating directly parent or indirectly to a claimaffiliated corporation of Lenders), demandwhich may be imposed on, action incurred by, or cause of action that such Person asserts or may assert against any Credit Partyasserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of their Affiliates this Agreement or any of their officers the Loan Documents, or directors; any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement, the Notes and the Loan Documents, the making or issuance and management of the Loans, any Letter of Credit or the use or proposed use of the proceeds therefrom (b) including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection 105 with such demand do not strictly comply with the terms of such Letter of Credit), the use or intended use of the proceeds of the Loans and all claimsthe enforcement of Lenders’ rights and remedies under this Agreement, demands, actions or causes of action arising out of or relating tothe Notes, the Loan Documents, any predecessor loan documentsother instruments and documents delivered hereunder or thereunder; provided, however, that Borrower shall not have any obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to such Indemnified Party within five (5) days of written demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by such Indemnified Party until paid by Borrower, shall be added to the obligations of Borrower evidenced by the Notes and secured by the collateral securing the Loans. This indemnity is not intended to excuse Administrative Agent and the Lenders from performing hereunder. The provisions of this Section 11.9 shall survive the closing of the Loans, the Commitments, the use or contemplated use satisfaction and payment of the proceeds Notes and any cancellation of any Loanthis Loan Agreement. Borrower shall also pay, or the relationship of any Credit Party, and hold Administrative Agent and the Lenders under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claimharmless from, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion claims of any foregoing claimbrokers, demandfinders or agents claiming a right to any fees in connection with arranging the Loans. Notwithstanding the foregoing, action, cause of action or proceeding, or Borrower shall have no obligation to indemnify (i) Administrative Agent with respect to Administrative Agent’s failure to disclose information (as a result of required herein) to the preparation of any defense Lenders in connection with any foregoing claimsyndication of the Loan or (ii) any Lender with respect to another Lender’s failure to comply with its duties and obligations set forth in the Loan Documents. Notwithstanding anything to the contrary contained in this Section 11.9, demand, action, cause so long as no Unmatured Default or Event 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, collectivelyDefault has occurred and remains outstanding, the "Indemnified Liabilities"); provided that no Indemnitee Borrower’s obligations contained in this Section 11.9 relating to costs and expenses only shall be entitled limited to indemnification for any loss caused by its own gross negligence or willful misconductthe costs and expenses incurred on behalf of the Administrative Agent.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person Persons and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees employees, or any holding company thereof (collectively the "Indemnitees") from and against: (a) any and all claims, demands, actions or causes of action, including, without limitation, any environmental claims, actions, demands or causes of action that are asserted against any Indemnitee by any Person (other than Agent except a claim, demand, action, or any Lendercause of action for Taxes of Lenders) relating directly or indirectly to a if the claim, demand, action or cause of action that such Person asserts arises out of or may assert against relates to any Credit act or omission (or alleged act or omission) of any Borrower Party, any of their its Affiliates or any of their officers officers, directors or directors; (b) any and all claims, demands, actions or causes of action arising out of or stockholders relating to, the Loan Documents, any predecessor loan documents, to the Commitments, the use or 97 98 contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Agent Borrower Party and Lenders under this Agreement, including, without limitation, the granting of any pledge or security interest in the Oxford Pledged Collateral; (cb) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (dc) any and all liabilities, losses, costs or expenses (including settlement costs or Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, action or 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 proceedingthereto, 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 loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys advisors and employees (collectively the "Indemnitees") from and against, and to pay upon demand: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit 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 relating to, the Spinoff Documents, the Spinoff, the Line of Business Transfer, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any LoanExtension of Credit, or the relationship of any Credit Borrower Party, Administrative Agent and Lenders under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including reasonable Attorney 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 loss caused by its own gross negligence or willful misconductmisconduct as determined by a final nonappealable judgment by a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with Extensions of Credit or the Loan Documents. The obligations of Borrower under this Section shall survive payment of all Obligations.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person Persons and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees employees, or any holding company thereof (collectively the "Indemnitees") from and against: (a) any and all claims, demands, actions or causes of action, including, without limitation, any environmental claims, actions, demands or causes of action that are asserted against any Indemnitee by any Person (other than Agent except a claim, demand, action, or any Lendercause of action for Taxes of Lenders) relating directly or indirectly to a if the claim, demand, action or cause of action that such Person asserts arises out of or may assert against relates to any Credit act or omission (or alleged act or omission) of any Borrower Party, any of their its Affiliates or any of their officers officers, directors or directors; (b) any and all claims, demands, actions or causes of action arising out of or stockholders relating to, the Loan Documents, any predecessor loan documents, to the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Agent Borrower Party and Lenders under this Agreement, including, without limitation, the granting of any pledge or security interest in the Bridge Pledged Collateral; (cb) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (dc) any and all liabilities, losses, costs or expenses (including settlement costs or Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, action or 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 proceedingthereto, 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 loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee.

Indemnity by Borrower. Borrower agrees to indemnify, save and --------------------- hold harmless each Administrative Agent-Related Person Persons 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 (other than Agent except a claim, demand, action, or any Lendercause of action for Lender Taxes) relating directly or indirectly to a if the claim, demand, action or cause of action that such Person asserts arises out of or may assert against relates to any Credit act or omission (or alleged act or omission) of any Borrower Party, any of their its Affiliates or any of their officers officers, directors or directors; (b) any and all claims, demands, actions or causes of action arising out of or stockholders relating to, the Loan Documents, any predecessor loan documents, to the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Agent Borrower Party and Lenders under this Agreement; (cb) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (dc) any and all liabilities, losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, action or 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 proceedingthereto, 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 loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each Agent-Related Person and each Lender Lender, its Affiliates 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 (other than Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit 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 relating to, the Loan Documents, any predecessor loan documents, the CommitmentsCommitment, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Agent Borrower Party and Lenders Lender under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney 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")) net, in each ----------------------- case, of insurance proceeds received by such Indemnitee; provided that no -------- Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss or claim asserted against it by another Indemnitee.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless each Agent-Related Person and each Lender Lender, its Affiliates and their respective Affiliatesofficers, directors, officersemployees, agents, attorneys agents and employees attorneys-in-fact (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 (other than Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit 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 relating to, the Loan Documents, any predecessor loan documents, the CommitmentsCommitment, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Agent Borrower Party and Lenders Lender under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilitiesliabilities (including liabilities under indemnities), losses, costs or expenses (including Attorney 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, including those liabilities caused by an Indemnitee's own negligence proceeding (all the foregoing, collectively, the "“Indemnified Liabilities"”); provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee. The agreements in this Section shall survive repayment of all Obligations.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the "IndemniteesINDEMNITEES") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit 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 relating to, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Administrative Agent and Lenders under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney 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 LiabilitiesINDEMNIFIED LIABILITIES"); provided PROVIDED that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each Administrative 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 (other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit 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 relating to, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Borrower Party, Administrative Agent and Lenders under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney 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")) net, in each ----------------------- case, of insurance proceeds received by such Indemnitee; provided that no -------- Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss or claim asserted against it by another Indemnitee.

Indemnity by Borrower. Borrower agrees to indemnify, defend, save and hold harmless each Administrative 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 (other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit PartyBorrower, any of their its Affiliates or any of their its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relating to, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Loan, 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 any Credit PartyBorrower, Administrative Agent and Lenders under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) 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, costs or expenses (including Attorney 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 ’s own negligence (all the foregoing, collectively, the "“Indemnified Liabilities"”); provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee.

Indemnity by Borrower. Without limiting any other rights that any such Person may have hereunder or under Applicable Law (including, without limitation, the right to recover damages for breach of contract), the Borrower hereby agrees to indemnifyindemnify the Collateral Agent, save Administrative Agent, the Back-Up Servicer each Lender, each other Secured Party, their Affiliates, and hold harmless each Agent-Related Person all successors and each Lender permitted transferees, participants and their respective Affiliatesassigns and all officers, directors, officersstockholders, agentsmembers, attorneys employees, advisors, representatives and employees agents of any of the foregoing (collectively the "Indemnitees"each an “Indemnified Party”) from and against: (a) against any and all reasonable and documented damages, losses, claims, demandsliabilities and related costs and expenses, actions including reasonable and documented attorneys’ fees and disbursements of one primary firm of counsel for all Indemnified Parties, and, if necessary, one local firm of counsel in each relevant jurisdiction and special counsel and, in the event of any actual or causes potential conflict of action that are asserted interest, one additional firm of counsel for each Lender subject to such conflict (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against any Indemnitee or incurred by any Person (other than Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action them arising out of or relating to, to the Loan Transaction Documents (including any failure of the Borrower to enforce its rights under the Transaction Documents and the obligations of the other parties under the Transaction Documents, any predecessor loan documents, the Commitments, ) or the use or contemplated use of proceeds of the proceeds Advances or in respect of any LoanReceivable; excluding, however, (v) Indemnified Taxes, (w) any Taxes (other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim), (x) Indemnified Amounts resulting from a dispute solely among Lenders so long as such dispute does not (i) involve a claim against the Administrative Agent or the relationship of any Credit Party, Collateral Agent and Lenders under this Agreement; (cii) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs arise as a result of the assertion of any foregoing claim, demand, action, cause of action inaction, representation or proceedingmisrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any SmileDirect Entity or the Sub-Servicer, (y) Indemnified Amounts resulting from a dispute solely among one or more of the Administrative Agent, the Collateral Agent and/or the Lenders so long as (i) such dispute does not arise as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action inaction, representation or proceedingmisrepresentation of, in all casesor information provided, whether or not an Indemnitee is a party that was failed to such claimbe provided, demandby or on behalf of, action, cause of action any SmileDirect Entity 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 loss caused by its own gross negligence or willful misconduct.Sub-Servicer and

Indemnity by Borrower. Borrower agrees Borrowers agree to indemnify, save and hold harmless each Administrative Agent-Related Person Persons and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees employees, or any holding company thereof (collectively the "Indemnitees") from and against: (a) any and all claims, demands, actions or causes of action, including, without limitation, any environmental claims, actions, demands or causes of action that are asserted against any Indemnitee by any Person (other than Agent except a claim, demand, action, or any Lendercause of action for Taxes of Lenders) relating directly or indirectly to a if the claim, demand, action or cause of action that such Person asserts arises out of or may assert against relates to any Credit act or omission (or alleged act or omission) of any Borrower Party, any of their its Affiliates or any of their officers officers, directors or directors; (b) any and all claims, demands, actions or causes of action arising out of or stockholders relating to, the Loan Documents, any predecessor loan documents, to the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Agent Borrower Party and Lenders under this Agreement; (cb) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (dc) any and all liabilities, losses, costs or expenses (including settlement costs or Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, action or 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 proceedingthereto, 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 loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person Persons 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 (other than Agent except a claim, demand, action, or any Lendercause of action for Taxes of Lenders) relating directly or indirectly to a if the claim, demand, action or cause of action that such Person asserts arises out of or may assert against relates to any Credit act or omission (or alleged act or omission) of any Borrower Party, any of their its Affiliates or any of their officers officers, directors or directors; (b) any and all claims, demands, actions or causes of action arising out of or stockholders relating to, the Loan Documents, any predecessor loan documents, to the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Agent Borrower Party and Lenders under this Agreement; (cb) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (dc) any and all liabilities, losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, action or 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 proceedingthereto, including those liabilities caused by an Indemnitee's own negligence 119 126 (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee.

Indemnity by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and hold harmless each Agent-Related Person and each Lender Lender, its Affiliates and their respective Affiliatesofficers, directors, officersemployees, agents, attorneys agents and employees attorneys-in-fact (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 (other than Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit 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 relating to, the Loan Documents, any predecessor loan documents, the CommitmentsCommitment, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Agent Borrower Party and Lenders Lender under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilitiesliabilities (including liabilities under indemnities), losses, costs or expenses (including Attorney 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, including those liabilities caused by an Indemnitee's own negligence proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee. The agreements in this Section shall survive repayment of all Obligations.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each Agent-Related Person the Administrative Agent and each Lender Bank 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 (other than Agent except a claim, demand, action, or any Lendercause of action for Bank Taxes) relating directly or indirectly to a if the claim, demand, action or cause of action that such Person asserts arises out of or may assert against relates to any Credit Partyact or omission (or alleged act or omission) of Borrower, any of their its Affiliates or any of their officers officers, directors or directors; (b) stockholders relating to any and all claims, demands, actions Commitment or causes of action arising out of or relating to, the Loan Documents, any predecessor loan documents, the combined Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Agent Borrower and Lenders the Banks under this Agreement; (cb) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (dc) any and all liabilities, losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, action or cause of action or proceeding, or as a result (all 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 loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee.

Indemnity by Borrower. Borrower agrees to indemnify, defend, save and hold harmless each Administrative Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively collectively, the "Indemnitees"“Indemnities”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit PartyBorrower, any of their its Affiliates or any of their its officers or directors; (b) any and all claims, demands, actions or causes of action arising out of or relating to, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use 77 Credit Agreement Epicor Software Corporation of the proceeds of any Loan, 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 any Credit PartyBorrower, Administrative Agent and Lenders under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, ; demand, action or cause of action described in subsection (a) or (b) above; and (d) 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, costs or expenses (including Attorney 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 ’s own negligence (all the foregoing, collectively, the "“Indemnified Liabilities"”); provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee.

Indemnity by Borrower. The Borrower agrees to indemnify, save save, and hold harmless harmless, promptly upon demand, the Administrative Agent, each Agent-Related Person and Lender, each Lender Arranger and their respective AffiliatesAffiliates and controlling Persons, and the respective directors, officers, employees, attorneys, agents, attorneys consultants and employees advisors of or to any of the foregoing (collectively the "“Indemnitees"”) from and against: (a) against any and all losses, claims, demandsdamages, actions liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or causes of action that are asserted against any Indemnitee by any Person (including the Borrower) other than Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit Party, any of their Affiliates or any of their officers or directors; (b) any Indemnitee and all claims, demands, actions or causes of action its Related Parties arising out of or relating toof, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Agent and Lenders under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceedingconnection with, or as a result of (i) the preparation execution or delivery of this Agreement, any defense in connection with other Credit Document or any foregoing agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, demandlitigation, action, cause investigation or proceeding relating to any of action or proceeding, in all casesthe foregoing, whether based on contract, tort or not an any other theory, whether brought by a third party or by the Borrower, and regardless of whether any 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")thereto; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or as a result of a claim brought by the Borrower against such Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document (in each case, as determined by a court of competent jurisdiction in a final and non-appealable decision).

Indemnity by Borrower. Without limiting any other rights that any such Person may have hereunder or under Applicable Law (including, without limitation, the right to recover damages for breach of contract), the Borrower hereby agrees to indemnifyindemnify the Collateral Agent, save and hold harmless Administrative Agent, the Back-Up Servicer, each Agent-Related Person and Lender, each Lender and other Secured Party, their respective Affiliates, and all successors and permitted transferees, participants and assigns and all officers, |US-DOCS\130674191.18|| directors, officersstockholders, agentsmembers, attorneys employees, advisors, representatives and employees agents of any of the foregoing (collectively the "Indemnitees"each an “Indemnified Party”) from and against: (a) against any and all reasonable and documented damages, losses, claims, demandsliabilities and related costs and expenses, actions including reasonable and documented attorneys’ fees and disbursements of one primary firm of counsel for all Indemnified Parties, and, if necessary, one local firm of counsel in each relevant jurisdiction and special counsel and, in the event of any actual or causes potential conflict of action that are asserted interest, one additional firm of counsel for each Lender subject to such conflict (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against any Indemnitee or incurred by any Person (other than Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action them arising out of or relating toto the Transaction Documents (including any failure of the Borrower to enforce its rights under the Transaction Documents and the obligations of the other parties under the Transaction Documents) or the use of proceeds of the Loans or in respect of any Receivable in all cases, regardless of whether such Indemnified Party is a party thereto, and whether or not any such claim, litigation, investigation or proceeding is brought by the Loan DocumentsBorrower, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any other Credit Party, their respective equity holders, affiliates or creditors, or any other Person; excluding, however, (v) Indemnified Taxes, (w) Excluded Taxes (other than any Taxes that represent losses, claims, damages, liabilities or related costs and expenses arising from any non-Tax claim), (x) Indemnified Amounts resulting from a dispute solely among Lenders so long as such dispute does not (i) involve a claim against the Administrative Agent or the Collateral Agent and Lenders under this Agreement; (cii) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs arise as a result of the assertion of any foregoing claim, demand, action, cause of action inaction, representation or proceedingmisrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any SmileDirect Entity or the Sub-Servicer, (y) Indemnified Amounts resulting from a dispute solely among one or more of the Administrative Agent, the Collateral Agent and/or the Lenders so long as (i) such dispute does not arise as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause inaction, representation or misrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any SmileDirect Entity or the Sub-Servicer and (ii) a court of action competent jurisdiction has determined by a final and non-appealable judgment that the Indemnified Amounts have resulted directly and solely from the gross negligence or proceedingwillful misconduct of the Administrative Agent or the Collateral Agent and (z) Indemnified Amounts to the extent determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted directly and solely from the bad faith, gross negligence, willful misconduct or material breach in all cases, whether or not an Indemnitee is a party to bad faith of the express obligations under this Agreement on the part of such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee's own negligence (all Indemnified Party. Notwithstanding the foregoing, collectivelyeach Indemnified Party shall promptly repay to the Borrower any and all amounts previously paid by the Borrower pursuant to the foregoing indemnification provisions to the extent such Indemnified Party is found by a final, the "Indemnified Liabilities"); provided that no Indemnitee shall non-appealable judgment of a court of competent jurisdiction not to be entitled to indemnification hereunder as contemplated by the immediately preceding sentence. Any amounts subject to the indemnification provisions of this Section 10.01(a) shall be paid by the Borrower to the related Indemnified Party on the Interest Payment Date that is at least five (5) Business Days immediately following demand therefor accompanied by reasonable supporting documentation and calculations in reasonable detail with respect to such amounts. An Indemnified Party need not demand payment from the Seller pursuant to the Purchase Agreement prior to seeking indemnification pursuant to this clause (a), nor shall any demand against the Seller provide a defense for any loss caused by its own gross negligence or willful misconductthe Borrower against payment hereunder except to the extent all such Indemnified Amounts have been satisfied in full.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the "IndemniteesINDEMNITEES") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit PartyBorrower, 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 relating to, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit PartyBorrower, Administrative Agent and Lenders under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney 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, including those liabilities caused by an Indemnitee's own negligence proceeding (all the foregoing, collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); provided PROVIDED that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each Administrative 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 (other than the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit 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 relating to, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Borrower Party, the Administrative Agent and Lenders under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney 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 proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that (i) no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee, and (ii) the Indemnified Liabilities shall be limited to (x) those caused by Borrower, any of Borrower's Agents, the Plans and any use thereof by or on behalf of Lenders, and the Loan Documents, or (y) if not caused by Borrower, any of Borrower's Agents, the Plans or the Loan Documents, and related to claims of third parties, by the amount of insurance available to Borrower or any of Borrower's Agents related to such claims.

Indemnity by Borrower. The Borrower agrees to indemnify, save save, and hold harmless the Administrative Agent, each Agent-Related Person Lender, each Lead Arranger and each Lender Bookrunner and the Lead Arranger and their respective Affiliates, and the directors, officers, agentsemployees, attorneys attorneys, consultants and employees advisors of or to any of the foregoing (collectively the "“Indemnitees"”) from and against: (a) any and all claims, demands, actions actions, or causes of action that are asserted against any Indemnitee by any Person (other than Agent or any Lender) relating directly or indirectly to a if the claim, demand, action action, or cause of action that such Person asserts or may assert against any Credit Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action arising arises out of or relates to any act or omission (or alleged act or omission) of the Borrower or its Affiliates relating to, the Loan Documents, any predecessor loan documents, to the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship among any of any Credit Partythe Borrower, Agent the Administrative Agent, the Lenders, the Lead Arrangers and Lenders Bookrunners and the Lead Arranger under this Agreement (including, for the avoidance of doubt, the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance of the obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby); (cb) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action action, or cause of action described in subsection (a) or (b) above; and (dc) any and all liabilities, losses, costs costs, or expenses (including Attorney Costsreasonable fees and expenses of legal counsel) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, or 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")thereto; provided that no Indemnitee shall be entitled to indemnification for any loss caused solely by its own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Indemnity by Borrower. Without limiting any other rights that any such Person may have hereunder or under Applicable Law (including, without limitation, the right to recover damages for breach of contract), the Borrower hereby agrees to indemnifyindemnify the Collateral Agent, save Administrative Agent, the Back‑Up Servicer each Lender, each other Secured Party, their Affiliates, and hold harmless each Agent-Related Person all successors and each Lender permitted transferees, participants and their respective Affiliatesassigns and all officers, directors, officersstockholders, agentsmembers, attorneys employees, advisors, representatives and employees agents of any of the foregoing (collectively the "Indemnitees"each an “Indemnified Party”) from and against: (a) against any and all reasonable and documented damages, losses, claims, demandsliabilities and related costs and expenses, actions including reasonable and documented attorneys’ fees and disbursements of one primary firm of counsel for all Indemnified Parties, and, if necessary, one local firm of counsel in each relevant jurisdiction and special counsel and, in the event of any actual or causes potential conflict of action that are asserted interest, one additional firm of counsel for each Lender subject to such conflict (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against any Indemnitee or incurred by any Person (other than Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit Party, any of their Affiliates or any of their officers or directors; (b) any and all claims, demands, actions or causes of action them arising out of or relating to, to the Loan Transaction Documents (including any failure of the Borrower to enforce its rights under the Transaction Documents and the obligations of the other parties under the Transaction Documents, any predecessor loan documents, the Commitments, ) or the use or contemplated use of proceeds of the proceeds Loans or in respect of any LoanReceivable; excluding, however, (v) Indemnified Taxes, (w) Excluded Taxes (other than any Taxes that represent losses, claims, damages, etc. arising from any non‑Tax claim), (x) Indemnified Amounts resulting from a dispute solely among Lenders so long as such dispute does not (i) involve a claim against the Administrative Agent or the relationship of any Credit Party, Collateral Agent and Lenders under this Agreement; (cii) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs arise as a result of the assertion of any foregoing claim, demand, action, cause of action inaction, representation or proceedingmisrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any SmileDirect Entity or the Sub‑Servicer, (y) Indemnified Amounts resulting from a dispute solely among one or more of the Administrative Agent, the Collateral Agent and/or the Lenders so long as (i) such dispute does not arise as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause inaction, representation or misrepresentation of, or information provided, or that was failed to be provided, by or on behalf of, any SmileDirect Entity or the Sub‑Servicer and (ii) a court of action competent jurisdiction has determined by a final and non‑appealable judgment that the Indemnified Amounts have resulted directly and solely from the gross negligence or proceedingwillful misconduct of the Administrative Agent or the Collateral Agent and (z) Indemnified Amounts to the extent determined by a final and non‑appealable judgment of a court of competent jurisdiction to have resulted directly and solely from the bad faith, gross negligence, willful misconduct or material breach in all cases, whether or not an Indemnitee is a party to bad faith of the express obligations under this Agreement on the part of such claim, demand, action, cause of action or proceeding, including those liabilities caused by an Indemnitee's own negligence (all Indemnified Party. Notwithstanding the foregoing, collectivelyeach Indemnified Party shall promptly repay to the Borrower any and all amounts previously paid by the Borrower pursuant to the foregoing indemnification provisions to the extent such Indemnified Party is found by a final, the "Indemnified Liabilities"); provided that no Indemnitee shall non‑appealable judgment of a court of competent jurisdiction not to be entitled to indemnification hereunder as contemplated by the immediately preceding sentence. Any amounts subject to the indemnification provisions of this Section 10.01(a) shall be paid by the Borrower to the related Indemnified Party on the Interest Payment Date that is at least five (5) Business Days immediately following demand therefor accompanied by reasonable supporting documentation and calculations in reasonable detail with respect to such amounts. An Indemnified Party need not demand payment from the Seller pursuant to the Purchase Agreement prior to seeking indemnification pursuant to this clause (a), nor shall any demand against the Seller provide a defense for any loss caused by its own gross negligence or willful misconductthe Borrower against payment hereunder except to the extent all such Indemnified Amounts have been satisfied in full.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each Agent-Related Person and each Lender Lender, its Affiliates 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 (other than Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit 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 relating to, the Loan Documents, any predecessor loan documents, the CommitmentsCommitment, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Party, Agent Borrower Party and Lenders Lender under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney 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 ’s own negligence (all the foregoing, collectively, the "“Indemnified Liabilities")”) net, in each case, of insurance proceeds received by such Indemnitee; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss or claim asserted against it by another Indemnitee.

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless each Administrative Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively the "IndemniteesINDEMNITEES") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit 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 relating to, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Loan, or the relationship of any Credit Borrower Party, Administrative Agent and Lenders under this Agreement; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities, losses, costs or expenses (including Attorney 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 LiabilitiesINDEMNIFIED LIABILITIES"); provided PROVIDED that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee.