Common use of Indemnity Clause in Contracts

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's ’s respective officers, directors, employees, attorneys, agents and representatives (each, an "“Indemnified Person"”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's ’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall Company hereby jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective AffiliatesLaurus, and each such Person's its respective officers, directorsaffiliates, employees, attorneys, attorneys and agents and representatives (each, an "“Indemnified Person"”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of or relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's ’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally Company agrees to indemnify and hold harmless each of Agent, Lenders and their respective AffiliatesLaurus, and each such Person's its respective officers, directorsaffiliates, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of or relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall Company hereby jointly and severally indemnify indemnifies and hold harmless each of Agent, Lenders and their respective Affiliatesholds Laurus, and each such Person's its respective officers, directorsaffiliates, employees, attorneys, attorneys and agents and representatives (each, an "“Indemnified Person"”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of or relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's ’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify The FRANCHISEE hereby agrees to indemnify, defend and hold the FRANCHISER harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suitsliability and costs, actionsincluding Service charges, proceedingsexpenses, payments, liabilities, injury costs, damages, claims, actions or suits brought against the FRANCHISER by any third party due to any breach of the terms and conditions of the Agreement by the FRANCHISEE, or due to any negligence, deficiency in service or unfair trade practice on the part of the FRANCHISEE. In the event that the FRANCHISEE is involved in any activity which the FRANCHISER deems to be harmful to the FRANCHISER’s goodwill and/or reputation, the FRANCHISER shall be entitled to terminate the Agreement, and the FRANCHISEE shall indemnify, defend and hold harmless the FRANCHISER from any costs, expenses, damages, lossesclaims, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation suits or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred actions initiated by any such Indemnified Person as third party against the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or FRANCHISER arising out of such termination by the transactions contemplated hereunder FRANCHISER. Further, the FRANCHISER shall in no way be responsible for any losses suffered by the staff or customers involved in the franchise, at any point during the term of the Agreement or after, and thereunder and the FRANCHISEE shall indemnify the FRANCHISER from any claims arising in this regard. It is understood by the Parties that the FRANCHISER shall bear no responsibility towards payment of any salary, wages, or any other payments to be made to the staff, employees etc. of the FRANCHISEE, neither shall the FRANCHISER bear any liability for payment of any statutory dues that may arise due to any failure on the part of the FRANCHISEE to fulfil its obligations under this Agreement. Notwithstanding anything to the contrary, in the event of termination of the Agreement by the FRANCHISER as per Clause 12 hereinabove, the FRANCHISEE hereby indemnifies the FRANCHISER from any claims, rights or actions or failures to act in connection therewithmade by any third party, including but not restricted to the staff and / or customers involved in the franchise. The FRANCHISEE agrees and acknowledges that the FRANCHISEE shall not indulge in any and all Environmental Liabilities and legal costs and expenses arising activities of fraud, corruption, bribery, any malpractices, or any acts that are illegal or punishable by law. In case of any failure on the part of the FRANCHISEE to fulfill this obligation, the FRANCHISEE shall indemnify the FRANCHISER against any costs, expenses, damages or suits that may arise out of such failure. Moreover, amongst other remedies available to the FRANCHISER, the FRANCHISER, or incurred in connection with disputes between or among any parties an officer deputed by the FRANCHISER for such purpose, shall have the right to any seize such documents as the officer deems indicative of the Loan Documents (collectivelybreach by the FRANCHISEE, "Indemnified Liabilities"); provided, that and the FRANCHISEE agrees to raise no such Credit Party shall be liable for any indemnification to an Indemnified Person objection to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERsame.

Indemnity. (a) Each Borrower and each other Credit Party that is a signatory hereto shall executing this Agreement jointly and severally agree to indemnify and hold harmless each of AgentLender and its Affiliates, Lenders and their respective Affiliatesemployees, and each such Person's respective officers, directors, employees, attorneys, professional advisors and agents and representatives (each, an "“Indemnified Person"”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' legal fees and disbursements and other costs of investigation or defensedefence, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and or with respect to the execution, delivery, enforcement, performance or administration of such creditof, and or in connection with or any other way arising out of or relating to, this Agreement and the other Loan Documents or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewithwith respect to any of the foregoing, including any and all product liabilities, Environmental Liabilities Liabilities, Taxes and legal costs and expenses arising out of or incurred in connection with disputes any dispute between or among any parties to any of the Loan Documents (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results Indemnified Liability is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's ’s gross negligence or willful wilful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTCREDIT PARTY, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Arranger, Lenders and their respective Affiliates, and each such Person's ’s respective officers, directors, employees, attorneys, agents and representatives (each, an "“Indemnified Person"”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from that Indemnified Person's ’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall Company hereby jointly and severally indemnify indemnifies and hold harmless each of Agent, Lenders and their respective Affiliatesholds Laurus, and each such Person's its respective officers, directorsaffiliates, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of or relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneyslegal counsel, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, orders, claims, damages, losses, liabilities and expenses (including reasonable attorneys' legal fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the a result of or in connection with credit having been extended, suspended or terminated under this Agreement and or the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewiththerewith including the taking of any enforcement actions by Agent, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally The Company agrees to indemnify and hold harmless each of Agent, Lenders and their respective AffiliatesLaurus, and each such Person's its respective officers, directorsaffiliates, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of or relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO THE COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall Company hereby jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective AffiliatesLaurus, and each such Person's its respective officers, directorsaffiliates, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of or relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally The Borrower agrees to indemnify and hold harmless each of the Agent, Lenders each Lender, each Issuer and their respective Affiliateseach Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each such Person's respective officersIndemnitee harmless from, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedingslosses, claims, damages, losses, liabilities and expenses (related expenses, including reasonable attorneys' fees counsel fees, charges and disbursements and other costs of investigation or defensedisbursements, including those incurred upon any appeal) that may be instituted by or asserted against any Indemnitee arising out of, in any way connected with, or incurred as a result of (i) the execution or delivery of this Agreement, any other Loan Document, the Second Successor Agency and Amendment Agreement and any agreement or instrument contemplated by any such Indemnified Person as of the result foregoing, the performance by the parties thereto of credit having been extended, suspended their respective obligations thereunder or terminated under this Agreement the consummation of the Transactions and the other Loan Documents and transactions contemplated thereby (including the administration of such credit, and in connection with or arising out syndication of the transactions contemplated hereunder and thereunder and Facility), (ii) the use of the proceeds of the Loans or issuance of Facility Letters of Credit, (iii) any actions claim, litigation, investigation or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Documents Party or any of their respective Affiliates), or (collectivelyiv) any actual or alleged presence or release of hazardous materials on any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, "Indemnified Liabilities")or any violation of or liability under environmental, health or safety laws related in any way to the Borrower or its Subsidiaries; providedprovided that such indemnity shall not, that no such Credit Party shall as to any Indemnitee, be liable for any indemnification to an Indemnified Person available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee, or (y) a material breach by such Indemnitee of any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERfunding obligation under this Agreement.

Indemnity. (a) Each Credit Borrower Party that is a signatory hereto shall jointly and severally will indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), Person from and against any and all suitsclaims, liabilities, investigations, losses, damages, actions, proceedingsdemands, claimspenalties, damagesjudgments, lossessuits, liabilities investigations and costs, expenses (including reasonable attorneys' fees and disbursements expenses of experts, agents, consultants and other costs counsel) and disbursements, in each case, of investigation any kind or defensenature (whether or not the Indemnified Person is a party to any such action, including those incurred upon any appealsuit or investigation) that whatsoever which may be instituted imposed on, incurred by, or asserted against or incurred by any such an Indemnified Person as resulting from any breach by the result Borrower Parties of credit having been extendedany representation or warranty made hereunder, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and otherwise in connection with any way relating to or arising out of the transactions Revolving Loan Commitments, this Agreement, the other Loan Documents or any other document contemplated hereunder by this Agreement, the making, administration or enforcement of the Loan Documents and thereunder and the Loans, any actions transaction contemplated hereby or failures to act in connection therewithany related matters unless, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyabove, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person is determined by a final non-appealable judgment of a court of competent jurisdiction to the extent that any such suit, action, proceeding, claim, damage, loss, liability have acted or expense results from that Indemnified Person's failed to act with gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERUNDER ANY OTHER LOAN DOCUMENT. This Section 6.18 shall survive termination of this Agreement.

Indemnity. (a) Each Credit Party that is a signatory hereto 12.3.1 Borrower shall jointly and severally indemnify and hold each Indemnified Person harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that Claim which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended extended or terminated not extended under this Agreement and the other Loan Documents and the administration of such credit, and or otherwise in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewiththereunder, including any and all Claim for Environmental Liabilities and Costs and legal costs and expenses arising out of or incurred in connection with disputes between or among any the parties to any of the Loan Documents (collectively, "Indemnified Liabilities")this Agreement; provided, that no such Credit Party Borrower shall not be liable for any indemnification to of an Indemnified Person to the extent that (a) such Claim is brought by any Indemnified Person against Borrower and Borrower is the prevailing party thereunder or (b) any such suit, action, proceeding, claim, damage, loss, liability or expense results Claim is finally determined by a court of competent jurisdiction to have resulted from that such Indemnified Person's ’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED EXTENDED OR TERMINATED NOT EXTENDED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), Person from and against any and all suitscosts, actionslosses, proceedingsliabilities, claims, damages and related expenses, including the fees, charges and disbursements of any counsel for any Indemnified Person, which may be incurred by any Indemnified Person or asserted against any Indemnified Person by any third party or by any Borrower or any of its Subsidiaries arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the other Loan Documents, the Bank Products Documents or any other document contemplated by this Agreement, the making, administration or enforcement of the Loan Documents and the Loans or any Bank Products Documents, any transaction contemplated hereby or any related matters this Agreement, any other Loan Document, any Bank Product Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of any of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or any actual or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any environmental liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any of its Subsidiaries, and regardless of whether any Indemnified Person is a party thereto, provided that such indemnification shall not, as to any Indemnified Person, be available to the extent that such costs, losses, claims, damages, losses, liabilities or related expenses are determined by a court of competent jurisdiction by final and expenses nonappealable judgment to have resulted from (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appealx) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconductmisconduct of such Indemnified Person or (y) breach in bad faith of such Indemnified Person’s obligations hereunder or under any other Loan Document. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF OR SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERUNDER ANY OTHER LOAN DOCUMENT. This Section 6.18 shall survive termination of this Agreement.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person Except to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's solely caused by GP’s gross negligence or willful misconduct, the Evaluation Laboratory shall indemnify, defend and hold harmless GP, GP’s members, and each of GP’s and GP Member’s subsidiaries, member financial institutions, and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Indemnified Parties”) from all claims, losses, liabilities, damages, suits, actions, government procedures, taxes, penalties, or other costs brought against the Indemnified Parties arising from: (i) any breach of this Agreement or failure by Evaluation Laboratory or any of its facilities to perform any tests in accordance with or to otherwise comply with GP’s Security Requirements; (ii) any negligent act or omission by Evaluation Laboratory or any of its facilities or its or their willful misconduct; and (iii) any action or the use of any device, product, system or methodology that has not been expressly required by GP. EXCEPT FOR DAMAGES CAUSED BY WILLFUL MISCONDUCT OF A PARTY OR BY BREACH OF SECTION 4 OF THIS AGREEMENT, IN NO INDEMNIFIED PERSON EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, HOWEVER CAUSED, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR INDEMNIFICATION OWED BY EVALUATION LABORATORY TO GP FOR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTYCLAIMS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED GP’S TOTAL LIABILITY UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERTHIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000).

Indemnity. (a) Each Credit Borrower Party that is a signatory hereto shall jointly and severally will indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), Person from and against any and all suitsclaims, liabilities, investigations, losses, damages, actions, proceedingsdemands, claimspenalties, damagesjudgments, lossessuits, liabilities investigations and costs, expenses (including reasonable attorneys' fees and disbursements expenses of experts, agents, consultants and other costs counsel) and disbursements, in each case, of investigation any kind or defensenature (whether or not the Indemnified Person is a party to any such action, including those incurred upon any appealsuit or investigation) that whatsoever which may be instituted imposed on, incurred by, or asserted against or incurred by any such an Indemnified Person as resulting from any breach or alleged breach by the result Borrower Parties of credit having been extendedany representation or warranty made hereunder, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and otherwise in connection with any way relating to or arising out of the transactions Revolving Loan Commitments, this Agreement, the other Loan Documents, the Bank Products Documents or any other document contemplated hereunder by this Agreement, the making, administration or enforcement of the Loan Documents and thereunder and the Loans or any actions Bank Products Documents, any transaction contemplated hereby or failures to act in connection therewithany related matters unless, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyabove, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person is determined by a final non-appealable judgment of a court of competent jurisdiction to the extent that any such suit, action, proceeding, claim, damage, loss, liability have acted or expense results from that Indemnified Person's failed to act with gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERUNDER ANY OTHER LOAN DOCUMENT. This Section 6.18 shall survive termination of this Agreement.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly Borrower agrees to, and severally indemnify agrees to cause the Loan Parties to, indemnify, defend and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), the Lender from and against any and all suits, actions, proceedingsliabilities, claims, damages, lossespenalties, liabilities and expenses (including reasonable attorneys' fees and disbursements and other expenditures, losses or charges, including, but not limited to, all costs of investigation investigation, monitoring, legal representation, remedial response, removal, restoration or defensepermit acquisition of any kind whatsoever, including those incurred upon any appeal) that which may now or in the future be instituted undertaken, suffered, paid, awarded, assessed, or asserted against or otherwise incurred by the Lender (or any such Indemnified other Person as affiliated with the result Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility of credit having been extendedany sort related to this Section 9.3) relating to, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with resulting from or arising out of (a) the transactions contemplated hereunder use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to promptly undertake and thereunder diligently pursue to completion all reasonably appropriate or legally required investigative, containment, removal, clean up and other remedial actions with respect to a Release or the threat of a Release of any actions Hazardous Substance on, at or failures to act in connection therewithfrom the Improvements, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties (d) human exposure to any Hazardous Substance, noises, vibrations or nuisances of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person whatever kind to the extent that the same arise from the condition of the Improvements or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation of any such suitapplicable Environmental Law, action(f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other liabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, proceedingwithout limitation, claim, damage, loss, liability any sums which the Lender deems necessary or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERdesirable to expend to protect its Liens.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally Company agrees to indemnify and hold harmless each of Agent, Lenders and their respective AffiliatesLaurus, and each such Person's its respective officers, directorsaffiliates, employees, attorneys, attorneys and agents and representatives (each, an "“Indemnified Person"”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of or relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's ’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is Lessee, as a signatory hereto shall jointly material part of the consideration to Lessor for this Lease, will and severally indemnify and hold harmless each does hereby assume all risk of Agentbodily injury, Lenders and their respective Affiliateswrongful death and/or property damage, and each such Person's respective business interruption or economic loss occasioned by any accident, fire or nuisance made or suffered by Lessee or its officers, directors, agents, employees, attorneyscontractors, agents invitees, customers, sublessees and representatives licensees (eachherein collectively called “Lessee’s Affiliates”) in the Premises or resulting from any failure on the part of Lessee to maintain the Premises in a safe condition, an "Indemnified Person")and Lessee hereby waives on its own behalf, and on behalf of Lessee’s Affiliates, all claims in respect thereof against Lessor and Lessor’s shareholders, employees, agents, licensees, contractors and invitees (herein collectively called “Lessor’s Affiliates”) except claims arising from the acts or omissions of Lessor or Lessor’s Affiliates, and acknowledges that this assumption of risk by Lessee has been bargained for in determining rent and other obligations of Lessee under this Lease. Lessee hereby agrees to indemnify and save harmless Lessor and Lessor’s Affiliates from and against any and all claims for bodily injury, wrongful death and/or property damage, business interruption and economic loss by any person (including without limiting the generality of said term, Lessee’s Affiliates and Lessor’s Affiliates) arising out of, caused by, occasioned by or resulting from any accident, fire or nuisance in the Premises or Lessee’s failure to maintain the Premises in accordance with this Agreement, except where such injury, death or loss is caused by the acts or omissions of Lessor or Lessor’s Affiliates. Lessee further agrees to indemnify and save harmless Lessor, and Lessor’s Affiliates, from and against any and all suitsliability, actionsloss, proceedingscosts, claimscharges, damagesfines, lossespenalties, liabilities and obligations or expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and whatsoever nature in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities claims by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from the conduct or management of any work or thing whatsoever done by Lessee or Lessee’s Affiliates in or about the Premises during the Term, or from any transactions of Lessee concerning the Premises, and legal costs will further indemnify and save Lessor and Lessor’s Affiliates harmless from any and all claims arising from any breach or default on the part of Lessee in the performance of any covenant or agreement on the part of Lessee to be performed pursuant to the terms of this Lease, or arising from any act on the part of Lessee or Lessee’s Affiliates, and shall reimburse Lessor and Lessor’s Affiliates for all costs, reasonable attorneys’ fees, expenses arising out of or and liabilities incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suitclaim or any action or proceeding brought thereon. Lessee further agrees that in case of any claim, actiondemand, proceeding, claimaction or cause of action, damagethreatened or actual, lossagainst Lessor or Lessor’s Affiliates resulting from the matters for which Lessee indemnifies Lessor hereunder, liability Lessee, upon the written request of Lessor or any of Lessor’s Affiliates, shall defend Lessor and Lessor’s Affiliates at Lessee’s expense results from that Indemnified Person's gross negligence by counsel reasonably satisfactory to Lessor or willful misconductLessor’s Affiliates, as the case may be. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTIf Lessor or any of Lessor’s Affiliates does not request such defense or Lessee does not provide such defense, ANY SUCCESSORthen Lessee will reimburse Lessor and Lessor’s Affiliates as aforesaid, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTYand agrees to cooperate with Lessor and Lessor’s Affiliates in such defense, FOR INDIRECTincluding, PUNITIVEbut not limited to, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERproviding of affidavits and testimony upon request of Lessor or Lessor’s Affiliates.

Indemnity. (a) Each Credit Loan Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders each Lender and their respective Affiliates, and each such Person's of their respective officers, directors, employees, attorneys, employees and their respective attorneys and agents and representatives (each, an "“Indemnified Person"”), harmless from and against any and all suits, actions, costs, fines, deficiencies, penalties, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation investigations or defense, including those incurred upon any appeal) that (each, a “Claim”) which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated extended under this Agreement and the or any other Loan Documents and the administration of such credit, and Document or otherwise arising in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewiththereunder, including any and all Environmental Liabilities and legal costs Costs and expenses arising out regardless of or incurred in connection with disputes between or among any parties whether the Indemnified Person is a party to any of the Loan Documents (collectivelysuch Claim, "Indemnified Liabilities"); provided, that no such Credit Party Borrower shall not be liable for any indemnification to an such Indemnified Person with respect to the extent that any portion of any such suit, action, proceeding, claim, damage, loss, liability or expense Claim which results solely from that such Indemnified Person's ’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. The foregoing indemnity obligations of Borrower shall be in addition to, and not in limitation of, any other liability or obligations that Borrower or any other Person may have to any Indemnified Person, by contract, at common law or otherwise, included but not limited to any right of contribution. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTHERETO, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDEDEXTENDED UNDER THE LOAN DOCUMENTS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED THEREBY. In any suit proceeding or action brought by Agent or Lenders relating to any Collateral for any sum owing in respect thereof or to enforce any provision of any Collateral, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERBorrower shall save, indemnify and keep Agent and Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder arising out of a breach by Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from Borrower, all such obligations of Borrower shall be and remain enforceable against, and only against, Borrower and shall not be enforceable against Agent or Lenders.

Indemnity. (a) Each In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party that is a signatory hereto shall jointly and severally indemnify agrees to defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, pay and hold harmless harmless, each Agent (and each sub-agent thereof), each Arranger and each Lender and each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives Related Parties (each, an "Indemnified Person"“Indemnitee”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"). THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided, provided that no such Credit Party shall be liable for have any indemnification obligation to an any Indemnitee hereunder with respect to any Indemnified Person Liabilities to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results Indemnified Liabilities arise from that Indemnified Person's (i) the gross negligence or willful misconductmisconduct of such Indemnitee or (ii) in a claim brought by the Borrower or any other Credit Party against an Indemnitee, from a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTTo the extent that the undertakings to defend, ANY SUCCESSORindemnify, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTYpay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERthe applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

Indemnity. (a) Each Credit Party that is a signatory hereto Borrower shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto You shall jointly and severally indemnify agree to defend, indemnity and hold harmless each of Agent, Lenders us and their respective Affiliatesour affiliates, and each such Person's respective of their directors, officers, directors, employees, attorneysadvisors, consultants, agents and representatives (eachcollectively, an "“Indemnified Person"), Parties”) harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities costs investigations, liabilities, judgments, fines, penalties, settlements, interest and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal’ fees) that may be instituted directly or asserted indirectly arise from or are related to any claim, suit, action, demand or proceeding made or brought by a third party against an Indemnified Party, or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out on account of the transactions contemplated hereunder and thereunder and any actions investigation, defense or failures to act in connection therewithsettlement thereof, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any (a) your use of the Loan Documents Site, including the minting and creation of your NFT, (collectivelyb) your breach or anticipatory breach of this Agreement, "Indemnified Liabilities"); provided(c) your violation or anticipatory violation of any laws, that no such Credit Party shall be liable for rules, regulations, codes, statutes, ordinances, or orders of any indemnification to an Indemnified Person to governmental and quasi-governmental authorities in connection with your use of our services or the extent that NFTs, (c) any actual or alleged infringement of the intellectual property rights of others by you, and (d) any act of gross negligence, willful or intentional conduct by you. You will cooperate as fully required by us in the defense of any such suitclaims and losses. We retain the exclusive right to assume the exclusive defense and control of any claims and losses. You will not settle any claims and losses without our prior written consent. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, actionNEITHER US NOR OUR AFFILIATES OR SERVICE PROVIDERS INVOLVED IN CREATING, proceedingPRODUCING, claimOR DELIVERING THE NFTS WILL BE LIABLE FOR ANY INCIDENTAL, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVESPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES WHICH MAY BE ALLEGED AS A RESULT FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF CREDIT HAVING BEEN EXTENDEDDATA OR GOODWILL, SUSPENDED SERVICE INTERRUPTION, COMPUTER DAMAGE OR TERMINATED UNDER ANY LOAN DOCUMENT SYSTEM FAILURE OR AS A RESULT THE COST OF SUBSTITUTE PRODUCTS OR SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE NFTS OR ACCESS THE ARTWORK, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER LEGAL THEORY, AND WHETHER OR THEREUNDERNOT WE, OUR AFFILIATES, OR OUR SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF THE SITE, OR YOUR USE OF OR INABILITY TO USE OR INTERACT WITH THE NFTS OR ACCESS THE ARTWORK EXCEED TEN U.S. DOLLARS (USD $10.00). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

Indemnity. (a) Each Credit Party that is a signatory hereto Borrower shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such creditDocuments, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and Costs and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities")Documents; provided, that no such Credit Party Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from that Indemnified Person's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO To ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY DERiVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION TRANSACtiON CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly Tenant shall, does and severally indemnify and hold harmless each of Agentwill indemnify, Lenders and their respective Affiliatesdefend, and each such Person's respective officerssave harmless Landlord and its agents, servants, directors, employeesofficers, attorneyspartners, agents invitees, guests, clients, beneficiaries, licensees, and representatives employees (eachall of the foregoing hereinafter called "Landlord's Agents", an except that "Indemnified Person")Landlord's Agents" will not include Tenant or Tenant's Agents [as hereinafter defined] if Tenant or any one or more of Tenant's Agents are or become one of Landlord's Agents) of, from from, and against any and all suits, actions, proceedingsliabilities, claims, damagesdemands, lossescauses of actions, liabilities and expenses suits, debts, costs (including reasonable court costs, attorneys' fees fees, and disbursements and other costs of investigation investigation), damages (including, without limitation, consequential damages), fees, fines, penalties, expenses, and actions of any kind or defensecharacter in connection with, including those incurred upon or alleged to be in connection with, or arising, or alleged to arise, by reason of injury to or death of any appeal) that may person or damage to or loss of property occurring on, in, or about the Premises or by reason of any other claim of whatsoever nature of any person or party occasioned, or alleged to be instituted occasioned, in whole or asserted against or incurred in part, by any such Indemnified Person as act, action, commission, or omission on the result part of credit having been extendedTenant or any employee, suspended partner, director, officer, servant, agent, contractor, invitee, guest, client, assignee, licensee, beneficiary, or terminated subtenant of Tenant (all of the foregoing hereinafter collectively called "Tenant's Agents"), or by any breach, violation, or nonperformance of any covenant of Tenant under this Agreement and the other Loan Documents and the administration of such credit, and Lease. If any action or proceeding shall be brought by or against Landlord in connection with any such liability or arising out claim, Tenant, on notice from Landlord, shall defend such action or proceeding, at Tenant's expense, by or through attorneys approved by Landlord. The provisions of this Section 9.05 shall apply to all activities of Tenant with respect to the Premises occurring on or after the commencement of the transactions contemplated hereunder and thereunder and any actions Lease Term or failures to act the date Tenant is in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any possession of the Loan Documents (collectivelyPremises, "Indemnified Liabilities"); provided, that no such Credit Party whichever is earlier. Tenant's obligations under this Section 9.05 shall not be liable for any indemnification to an Indemnified Person limited to the extent that any such suitlimits or coverage of insurance maintained,or required to be maintained, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERby Tenant under this Lease.

Indemnity. (a) Each Borrower and each other Credit Party that is a signatory hereto shall executing this Agreement jointly and severally agree to indemnify and hold harmless each of AgentLender and its Affiliates, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or with respect to the execution, delivery, enforcement, performance and the administration of such creditof, and or in connection with or any other way arising out of or relating to, this Agreement and the other Loan Documents or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewithwith respect to any of the foregoing, including any and all product liabilities, Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results Indemnified Liability is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO THE BORROWER OR TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall The Companies jointly and severally agree to indemnify and hold harmless each of AgentIndemnified Party, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person")upon demand, from and against any and all suitsliabilities, obligations, claims, losses, damages, penalties, fines, actions, proceedingsjudgments, claimssuits, damagessettlements, lossescosts, liabilities and expenses or disbursements (including reasonable fees of attorneys' fees , accountants, experts and disbursements and other costs advisors) of investigation any kind or defense, including those incurred upon nature whatsoever (in this section collectively called "LIABILITIES AND COSTS") which to any appealextent (in whole or in part) that may be instituted imposed on, incurred by, or asserted against or incurred by any such Indemnified Person Party arising out of, resulting from or in any other way associated with (i) the Note Purchase Documents or any transaction contemplated thereby, (ii) any matter, event or occurrence with respect to the Note Purchaser and its Affiliates as the result of credit having been extended, suspended or terminated under this Agreement shareholders and the other Loan Documents and Holders as noteholders of the administration of such creditTCW Sub Notes or (iii) this Agreement, and in connection with the Exchange or arising out any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated hereunder and thereunder and any actions or failures to act in connection therewith, therein (including any and all violation or noncompliance with any Environmental Liabilities and legal costs and expenses arising out Laws by any Related Person or any liabilities or duties of any Related Person or incurred of any Indemnified Party with respect to Hazardous Materials found in connection with disputes between or among any parties to any of released into the Loan Documents (collectivelyenvironment). THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY WAY OR TO ANY EXTENT OWED, "Indemnified Liabilities"); providedIN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR ARE IN ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PARTY, provided only that no such Credit Indemnified Party shall be liable entitled under this section to receive indemnification for that portion, if any, of any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's liabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. NO As used in this section, the term "INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTPARTY" refers to each of TCW Asset Management Company, ANY SUCCESSORa California corporation, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTYTrust Company of the West, FOR INDIRECTa California trust company and the Note Purchaser, PUNITIVE(and each of their respective Affiliates) and each director, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDEDofficer, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERagent, trustee, manager, member, partner, shareholder, principal, attorney, employee, representative and Affiliate of any such Person acting in such capacity.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's ’s respective officers, directors, employees, attorneys, agents and representatives (each, an "“Indemnified Person"”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted by any third party or by any Credit Party against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from (i) that Indemnified Person's ’s gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction or (ii) any dispute among any of Agent and the Lenders which dispute does not involve any Credit Party. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall Without duplication of any amounts payable under any other similar indemnity provision set forth in the Indenture or any other Indenture Documents, each Pledgor shall, jointly and severally indemnify severally: (i) pay all out-of-pocket costs and expenses of the Pledgee incurred in connection with the administration of and in connection with the preservation of rights under, and enforcement of, and any renegotiation or restructuring of this Agreement and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of counsel for the Pledgee); (ii) pay and hold the Pledgee and the other Secured Parties harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suitspresent and future stamp or documentary taxes or any other excise or property taxes, actionscharges or similar levies which arise from any payment made hereunder or from the execution, proceedingsdelivery or registration of, or otherwise with respect to this Agreement and save the Pledgee and the other Secured Parties harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay any such taxes, charges or levies; and (iii) indemnify the Pledgee and each of the other Secured Parties, and each of their respective officers, directors, shareholders, employees, representatives and agents from and hold each of them harmless against any and all costs, losses, liabilities, claims, damagesobligations, lossessuits, liabilities and penalties, judgments, damages or expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted by or asserted against any of them (whether or incurred by not any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses them is designated a party thereto) arising out of or by reason of this Agreement or any transaction contemplated hereby (including, without limitation, any investigation, litigation or other proceeding related to this Agreement), including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with disputes between any such investigation, litigation or among other proceeding. Notwithstanding anything in this Agreement to the contrary, such Pledgor shall not be responsible to the Pledgee or any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit other Secured Party shall be liable for any indemnification to an Indemnified Person to costs, losses, damages, liabilities or expenses which result from the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconductmisconduct on the part of such Pledgee or any other Secured Party. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDEREach Pledgor's obligations under this Section shall survive any termination of this Agreement.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Co-Agent, Lenders each Lender, and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that that: (i) the liability of WD UK or WS IS, as the case may be, under this Section 1.13 shall be limited to the net book value of such Credit Party's assets; and (ii) no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from that (A) such Indemnified Person's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, or (B) disputes among Co-Agents and Lenders that are not caused by any action or inaction of any Credit Party or any Subsidiary of any Credit Party. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall a. The Company and the Adviser, jointly and severally indemnify severally, agree to indemnify, defend and hold harmless each of AgentUnderwriter and its affiliates, Lenders and their respective Affiliatesdirectors, and each such Person's respective officers, directorspartners, members, employees, attorneysrepresentatives and agents, agents and representatives (each, any person who controls an "Indemnified Person")Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, expense, liability, damages or claim (or actions in respect thereof) (including without limitation, reasonable attorneys’ fees and any and all suitsreasonable expenses whatsoever incurred in investigating, actionspreparing or defending against any litigation, proceedingscommenced or threatened, claimsor any claim whatsoever, damagesand any and all amounts paid in settlement of any claim or litigation) which, lossesjointly or severally, liabilities and expenses an Underwriter or any such controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damages or claim arises out of or is based upon: (including reasonable attorneys' fees and disbursements and other costs i) any untrue statement or alleged untrue statement of investigation a material fact contained in the Preliminary Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus, the Company’s Road Show presentation or defensematerials or the Final Prospectus, including those incurred or arises out of or is based upon any appealomission or alleged omission to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except insofar as such loss, expense, liability or claim arises out of or is based upon any untrue statement, alleged untrue statement, omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by an Underwriter through the Representatives to the Company expressly for use in the Preliminary Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus, the Company’s Road Show presentation or materials or the Final Prospectus (that information being limited to that described in the last sentence of Section 9(c) that may be instituted hereof); (ii) any untrue statement or asserted against alleged untrue statement of a material fact contained in any material prepared by or incurred by any such Indemnified Person as with the result consent of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and Company for distribution to Directed Share Participants in connection with the Directed Share Program or arising out any omission or alleged omission to state a material fact necessary to make the statements made therein, in the light of the transactions contemplated hereunder circumstances under which they were made, not misleading; (iii) the failure of any Directed Share Participant to pay for and thereunder accept delivery of Directed Shares that the Directed Share Participant agreed to purchase; and any actions or failures to act (iv) the Directed Share Program (in connection therewiththe case of (iv), including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable other than for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability expense, liability, damages or expense results claim that is finally judicially determined to have resulted from that Indemnified Person's the gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERmisconduct of Stifel in conducting the Directed Share Program).

Indemnity. (ai) Each Credit Party that is a signatory hereto The Borrower shall jointly and severally indemnify and hold harmless each of the Administrative Agent, the Lenders and their respective Affiliates, and each such Person's their respective officerspartners, directors, officers, employees, attorneys, agents and representatives advisors (eachcollectively the “Indemnitees”) against, an "Indemnified Person")and hold each Indemnitee harmless from, from and against any and all suits, actions, proceedingslosses, claims, damages, losses, liabilities and related expenses (including the reasonable attorneys' fees fees, charges and disbursements and other costs of investigation or defenseany counsel for any Indemnitee) (all of the foregoing being collectively called “Indemnified Amounts”), including those incurred upon by any appeal) that may be instituted Indemnitee or asserted against or incurred any Indemnitee by any such Indemnified Person third party or by the Borrower, the Equityholder, the Administrative Agent, any Lender or the Collateral Manager (as the applicable) arising out of, in connection with, or as a result of credit having been extended(A) the execution or delivery of this Agreement, suspended any other Transaction Document or terminated under this Agreement and any agreement or instrument contemplated hereby or thereby, the other Loan Documents and performance by the administration parties hereto of such credittheir respective obligations hereunder or thereunder, and in connection with or arising out the consummation of the transactions contemplated hereunder and thereunder and hereby or thereby, (B) any actions Loan or failures to act in connection therewithequity contribution or the use or proposed use of the proceeds therefrom, including or (C) any and all Environmental Liabilities and legal costs and expenses arising out of actual or incurred in connection with disputes between prospective claim, litigation, investigation or among any parties proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any claim against 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 Transaction Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party or equity contribution or the use of the proceeds thereof. No Indemnitee shall be liable for any indemnification to an Indemnified Person damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. The agreements in this subsection shall survive the repayment, satisfaction or discharge of all the other obligations and liabilities of the parties under the Transaction Documents and the termination of the Transaction Documents. All amounts due under this subsection shall be payable within ten Business Days after demand therefor to the extent that any funds in the Accounts are available for such suitpayment in accordance with this Agreement. If the foregoing indemnification is unavailable to an Indemnitee or is insufficient to hold an Indemnitee harmless, action, proceedingthen the Borrower agrees to contribute to the amount paid or payable by such Indemnitee as a result of such loss, claim, damagedamage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnitee, losson the one hand, liability and the Borrower and its Affiliates, on the other hand, but also the relative fault of such Indemnitee, on the one hand, and the Borrower and its Affiliates, on the other hand, as well as any other relevant equitable considerations. This Section 13(e)(i) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or expense results related expenses arising from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERany non-Tax claim.

Indemnity. (a) Each Borrower and each other Credit Party that is a signatory hereto shall executing this Agreement jointly and severally agree to indemnify and hold harmless each of AgentLender and its Affiliates, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or with respect to the execution, delivery, enforcement, performance and the administration of such creditof, and or in connection with or any other way arising out of or relating to, this Agreement and the other Loan Documents or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewithwith respect to any of the foregoing, including any and all product liabilities, Environmental Liabilities Liabilities, Taxes and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results Indemnified Liability is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTCREDIT PARTY, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto 12.3.1 Borrower shall jointly and severally indemnify and hold each Indemnified Person harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that Claim which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended extended or terminated not extended under this Agreement and the other Loan Documents and the administration of such credit, and or otherwise in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewiththereunder, including any and all Claim for Environmental Liabilities and Costs and legal costs and expenses arising out of or incurred in connection with disputes between or among any the parties to any of the Loan Documents (collectively, "Indemnified Liabilities")this Agreement; provided, that no such Credit Party Borrower shall not be liable for any indemnification to of an Indemnified Person to the extent that (a) such Claim is brought by any Indemnified Person against Borrower and Borrower is the prevailing party thereunder or (b) any such suit, action, proceeding, claim, damage, loss, liability or expense results Claim is finally determined by a court of competent jurisdiction to have resulted from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED EXTENDED OR TERMINATED NOT EXTENDED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally Company agrees to indemnify and hold harmless each of Agent, Lenders and their respective AffiliatesLaurus, and each such Person's its respective officers, directorsaffiliates, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of or relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall Borrower shall, commencing on the Closing Date, jointly and severally indemnify and hold harmless each of the Administrative Agent, Lenders and their respective Affiliates, and each such Person's ’s respective officers, directors, employees, attorneys, agents and representatives (each, an "“Indemnified Person"”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents Documents, and associated with Electronic Transmissions or E-Systems as well as failures caused by the Borrowers’ equipment, software, services or otherwise used in connection therewith (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party Borrower shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's ’s gross negligence negligence, bad faith or willful misconductmisconduct as finally determined by a court of competent jurisdiction. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES WHICH THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto Borrower shall jointly and severally indemnify and hold harmless each of Agent, Lenders each Lender and their respective the Affiliates, and each such Person's respective officers, directors, employees, attorneys, attorneys and agents of Agent and representatives each Lender (each, an "Indemnified Person"), harmless from and against any and all suits, actions, costs, fines, deficiencies, penalties, proceedings, claims, damages, losses, liabilities and expenses (including including, but not limited to, reasonable attorneys' fees and disbursements and other costs of investigation investigations or defense, including those incurred upon any appeal) that (each, a "Claim") which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated extended under this Agreement and the other Loan Documents and the administration of such credit, and or in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewiththereunder, including including, without limitation, any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities")Costs; providedPROVIDED, that no such Credit Party Borrower shall not be liable for any indemnification to an such Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense Claim results from that such Indemnified Person's gross negligence or willful misconduct. NO NEITHER AGENT, ANY LENDER NOR ANY OTHER INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTHERETO, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED EXTENDED UNDER ANY THIS AGREEMENT AND THE OTHER LOAN DOCUMENT DOCUMENTS OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto The Borrower shall jointly and severally indemnify and hold harmless each of the Agent, Lenders each Lender, and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, attorneys and agents and representatives (each, an "“Indemnified Person"”), harmless from and against any and all suits, actions, costs, fines, deficiencies, penalties, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation investigations or defense, including those incurred upon any appeal) that (each, a “Claim”) which may be instituted or asserted against or incurred by any such Indemnified Person as the result of this Agreement, any other Loan Document, credit having been extended, suspended or terminated extended under this Agreement and the or any other Loan Documents and Document, the administration use or intended use of such creditproceeds of Revolving Credit Advances or Swing Line Advances, and or otherwise arising in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewiththereunder, including any and all Environmental Liabilities and legal costs Costs and expenses arising out regardless of or incurred in connection with disputes between or among any parties whether the Indemnified Person is a party to any of the Loan Documents (collectively, "Indemnified Liabilities")such Claim; provided, that no such Credit Party the Borrower shall not be liable for any indemnification to an such Indemnified Person with respect to the extent that (x) any portion of any such suit, action, proceeding, claim, damage, loss, liability or expense Claim which results from that such Indemnified Person's ’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction, or (y) any portion of such Claim which arises solely out of or in connection with a dispute between such Indemnified Person and one or more other Indemnified Persons. NO NEITHER THE AGENT NOR ANY LENDER NOR ANY OTHER INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTHERETO, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDEDEXTENDED UNDER THE LOAN DOCUMENTS, SUSPENDED THE USE OR TERMINATED UNDER ANY LOAN DOCUMENT INTENDED USE OF PROCEEDS OF REVOLVING CREDIT ADVANCES OR AS A RESULT OF ANY OTHER TRANSACTION OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDERHEREBY. The foregoing provision in favor of any Indemnified Person shall be in addition to any rights that such Indemnified Person may have at common law or otherwise, including, but not limited to, any right to contribution. In any suit, proceeding or action brought by the Agent or the Lenders relating to any Collateral for any sum owing hereunder, or to enforce any provision of any Collateral, the Borrower shall save, indemnify and keep the Agent and the Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from the Borrower, all such obligations of the Borrower shall be and remain enforceable against, and only against, the Borrower and shall not be enforceable against the Agent or any Lender.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify USAC hereby agrees to indemnify, defend and hold harmless each of AgentETP, Lenders its Affiliates and its and their respective Affiliatesdirectors, and each such Person's respective officers, directorsowners, managers, members, employees, attorneyscontrolling persons, agents agents, representatives, contractors, subcontractors, successors and representatives assigns (eachcollectively, an "“ETP Indemnified Person"), Persons”) from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or Losses incurred by any such ETP Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of or resulting from (i) the transactions contemplated hereunder negligence or the intentional or willful misconduct of any of USAC Indemnified Persons (as defined below) or (ii) the breach of this Agreement by USAC Indemnified Persons, in each case, REGARDLESS OF WHETHER SUCH LOSSES ARE THE RESULT OF OR CAUSED BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY OF ETP INDEMNIFIED PERSONS, EXCEPT TO THE EXTENT SUCH LOSSES RESULT FROM (X) THE NEGLIGENCE OR THE INTENTIONAL OR WILLFUL MISCONDUCT OF ANY OF ETP INDEMNIFIED PERSONS OR (Y) THE BREACH OF THIS AGREEMENT BY ANY ETP INDEMNIFIED PERSON. Notwithstanding the foregoing, any ETP Indemnified Person entitled to receive indemnification under this Section 5.2(a) shall act in good faith and thereunder use its reasonable efforts to mitigate the amount of any Losses for which it seeks indemnification, including making a good faith effort to recover from insurers under applicable insurance policies and from other persons who may be liable so as to reduce the amount of any actions Losses hereunder. If the amount of any Losses at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or failures otherwise under or pursuant to act any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other person, the amount of such reduction, less any costs, or expenses incurred in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties will promptly be repaid by the ETP Indemnified Persons to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERUSAC.

Indemnity. (a) Each Borrower and each other Credit Party that is a signatory hereto shall executing this Agreement jointly and severally agree to indemnify and hold harmless each of AgentLender and its Affiliates, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, attorneys and agents and representatives (each, an "“Indemnified Person"”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or with respect to the execution, delivery, enforcement, performance and the administration of such creditof, and or in connection with or any other way arising out of or relating to, this Agreement and the other Loan Documents or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewithwith respect to any of the foregoing, including any and all product liabilities, Environmental Liabilities Liabilities, Taxes and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results Indemnified Liability is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's ’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTCREDIT PARTY, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Administrative Agent, Lenders Lenders, the L/C Issuer and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and out-of-pocket expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and reasonable out-of-pocket legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from (i) that Indemnified Person's gross negligence or willful misconductmisconduct or (ii) any dispute among or between Lenders pertaining to the Loan Documents but only so long as Administrative Agent or any Credit Party is not also a party to such dispute. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT AND THE ADMINISTRATION OF SUCH CREDIT, AND IN CONNECTION WITH OR AS A RESULT ARISING OUT OF ANY OTHER TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THEREUNDER AND ANY ACTIONS OR THEREUNDERFAILURES TO ACT IN CONNECTION THEREWITH.

Indemnity. (a) Each In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party that is a signatory hereto shall jointly and severally indemnify agrees to defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, pay and hold harmless harmless, each Agent (and each sub-agent thereof), each Lender and each Issuing Bank and each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives Related Parties (each, an "Indemnified Person"“Indemnitee”), from and against any and all suitsIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, actionsIN WHOLE OR IN PART, proceedingsUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, claimsOR ARE CAUSED, damagesIN WHOLE OR IN PART, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Credit Party shall have any appeal) that may be instituted or asserted against or incurred by obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Person as Liabilities (i) have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the result of credit having been extendedgross negligence, suspended bad faith or terminated under this Agreement and the other Loan Documents and the administration willful misconduct of such creditIndemnitee or its Related Parties or (B) a material breach of the obligations of such Indemnitee or its Related Parties under the Credit Documents, or (ii) arise out of any dispute solely among Indemnitees (other than (A) claims against any Agent (or any holder of any other title or role) in its capacity in fulfilling its role as such, and in connection with or (B) claims arising out of any act or omission on the transactions contemplated hereunder part of any Credit Party or any Affiliates of any Credit Party). To the extent that the undertakings to defend, indemnify, pay and thereunder hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any actions or failures of them. All amounts due under this Section 10.3 shall be payable within 30 days after receipt by the Borrower of a written demand therefor, together with, in the case of any reimbursement of costs and expenses, after receipt of a summary statement therefor with any supporting documentation reasonably requested by the Borrower. Notwithstanding the foregoing, each Indemnitee shall be obligated to act in connection therewith, including refund and return promptly any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties amounts paid by the Borrower pursuant to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no this Section 10.3(a) to such Credit Party shall be liable Indemnitee for any indemnification to an Indemnified Person to the extent that any such suit, action, proceedingloss, claim, damage, lossliability, liability fee or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERto the extent such Indemnitee is not entitled to payment thereof in accordance with the terms hereof.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify Obligors hereby agree to protect, indemnify, defend and hold harmless Indemnified Parties and each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), them harmless from and against any against, and, if and all suitsto the extent paid, actionsto reimburse them on demand for, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents Damages. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ENVIRONMENTAL DAMAGES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (collectivelyAND/OR ANY OTHER) INDEMNIFIED PARTY. HOWEVER, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO SUCH INDEMNITY SHALL NOT APPLY TO A PARTICULAR INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR THIRD PARTY BENEFICIARY ARISES OUT OF SUCH PERSON THE GROSS NEGLIGENCE OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT WILLFUL MISCONDUCT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERINDEMNIFIED PARTY. Upon demand by any Indemnified Party, Obligors shall diligently defend any Environmental Claim which affects the Property or which is made or commenced against such Indemnified Party, whether alone or together with Obligors or any other person, all at Obligors’ own cost and expense and by counsel to be approved by such Indemnified Party in the exercise of its reasonable judgment. In the alternative, at any time any Indemnified Party may elect to conduct its own defense through counsel selected by such Indemnified Party and at the cost and expense of Obligors; provided that, unless conflicts between Indemnified Parties prevent their representation by a single counsel, Obligors shall not be required to pay for more than one counsel for such Indemnified Parties.

Indemnity. (a) Each Credit Party that is a signatory hereto shall Whether or not the transactions contemplated by this Agreement are consummated, Borrower, jointly and severally severally, shall indemnify and hold harmless each of Agent, Lenders Lender and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents its Affiliates and representatives (each, an "Indemnified Person"), collectively the “Indemnitees”) from and against any and all suitsliabilities, obligations, losses, damages, penalties, claims, demands, actions, proceedingsjudgments, claimssuits, damagescosts, losses, liabilities expenses and expenses disbursements (including reasonable attorneys' fees and disbursements and other costs expenses of investigation counsel) of any kind or defensenature whatsoever which may at any time be imposed on, including those incurred upon any appeal) that may be instituted by or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and Indemnitee in connection with any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereunder and thereunder and thereby or the consummation of the transactions contemplated thereby, (ii) any actions use or failures proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Substance on or from any property currently or formerly owned or operated by Borrower, any Subsidiary or any other Company, or any liability in respect of any Environmental Law related in any way to act in connection therewithBorrower, including or any and all Environmental Liabilities and legal costs and expenses arising out of other Company, or incurred in connection with disputes between (iv) any actual or among any parties prospective Litigation, claim, or investigation relating to any of the Loan Documents foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, "the “Indemnified Liabilities"”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; providedprovided that, that no such Credit Party indemnity shall not, as to any Indemnitee, be liable for any indemnification to an Indemnified Person available to the extent that any such suitliabilities, actionobligations, proceedinglosses, claimdamages, damagepenalties, lossclaims, liability demands, actions, judgments, suits, costs, expenses or expense results disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from that Indemnified Person's the gross negligence or willful misconductmisconduct of such Indemnitee. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTAll amounts due under this Section shall be payable within 10 Business Days after demand. The agreements in this Section shall survive the termination of the Commitment and the repayment, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERsatisfaction or discharge of the Obligation.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agentthe Agents, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and reasonable out-of-pocket expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (unless such dispute is among any of the parties hereto other than Credit Parties or the Credit Parties prevail in such dispute) (collectively, "Indemnified Liabilities"); provided, provided that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from that Indemnified Person's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. No Indemnified Person shall enter into any compromise or settlement in any action as to which such Indemnified Person intends to seek indemnification hereunder without the prior written consent of the Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayed. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities liabilities, obligations, penalties, judgments, costs and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability liability, obligation, penalty, judgment, cost or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall The Borrowers, jointly and severally severally, shall indemnify and hold harmless each of the Administrative Agent, Lenders the Issuing Bank and each Lender, and each Affiliate thereof, and their respective Affiliatesdirectors, officers, employees and agents (each such Person being called an “Indemnitee”) from, and hold each such Person's respective officersIndemnitee harmless against, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities liabilities, claims or damages (including reasonable legal fees and expenses) to which any Indemnitee may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from (i) any claim, investigation, litigation or proceeding (including any threatened claim, investigation, litigation or proceeding) relating to this Agreement, any Loan, any Letter of Credit or any other Loan Document (whether or not such Indemnitee is a party thereto) or (ii) any actual or proposed use by either Borrower or any of its Subsidiaries of the proceeds of any extension of credit by any Lender or the Issuing Bank hereunder, and the Borrowers, jointly and severally, shall reimburse each Indemnitee upon demand for any expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeallegal fees) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between any such claim, investigation, litigation or among proceeding; but excluding any parties to any such losses, liabilities, claims, damages or expenses incurred by reason of the Loan Documents (collectivelygross negligence, "Indemnified Liabilities"); providedwillful misconduct or unlawful conduct of such Indemnitee. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH INDEMNITEE HEREUNDER SHALL BE RESPONSIBLE INDEMNIFIED AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE DAMAGES ARISING OUT OF OR THIRD PARTY BENEFICIARY RESULTING FROM THE SOLE OR CONCURRENT ORDINARY NEGLIGENCE OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT INDEMNITEE. WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER TRANSACTION CONTEMPLATED OBLIGATIONS OF THE BORROWERS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, THE OBLIGATIONS OF THE BORROWERS UNDER THIS SECTION 12.04 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE PAYMENT OF THE OTHER OBLIGATIONS OR THEREUNDERTHE ASSIGNMENT OF THE NOTES.

Indemnity. (a) Each Credit Party In the event that DMWBV, Diageo or any of their Affiliates becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including holders of securities of the Issuer, in connection with or as a result of any matter related to this Agreement or the offering and sale of any securities that may be convertible into the Option Shares, the Issuer periodically will reimburse DMWBV or Diageo for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. Any such reimbursement made in respect of a direct action by the Issuer against DMWBV or Diageo to enforce this Agreement or for breach of this Agreement shall be repaid to the Issuer by DMWBV or Diageo if it is a signatory hereto shall jointly and severally determined that DMWBV breached its obligations under this Agreement. The Issuer also will indemnify and hold DMWBV and Diageo harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedingslosses, claims, damages, losses, damages or liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal"Losses") that may be instituted or asserted against or incurred by to any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and person in connection with or arising out as a result of any matter referred to in this Agreement or the offering and sale of any securities that may be convertible into the Option Shares. Such indemnity shall not apply in respect of a direct action by the Issuer against DMWBV or Diageo to the extent it is determined that such Losses resulted from DMWBV's breach of its obligations under this Agreement. The reimbursement and indemnity obligations of the transactions contemplated hereunder Issuer under this Section 2.6 shall be in addition to any liability which the Issuer may otherwise have and thereunder shall extend upon the same terms and conditions to any Affiliate of DMWBV or Diageo and the directors, agents, employees and controlling persons (if any), as the case may be, of DMWBV or Diageo and any actions such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representative of the Issuer, DMWBV, Diageo, any such Affiliate and any such person. The Issuer also agrees that neither DMWBV, Diageo nor any of such Affiliates, directors, agents, employees or failures controlling persons shall have any liability to act in connection therewith, including the Issuer or any and all Environmental Liabilities and legal costs and expenses arising out person asserting claims on behalf of or incurred in right of the Issuer in connection with disputes between or among as a result any parties matter referred to in this Agreement or the offering and sale of any of securities that may be convertible into the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person Option Shares except to the extent that any such suit, action, proceeding, claim, damage, loss, liability Losses or expense results expenses incurred by the Issuer resulted from that Indemnified PersonDMWBV's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERbreach of its obligations under this Agreement.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Arranger, Lenders and their respective Affiliates, and each such Person's ’s respective officers, directors, employees, attorneys, agents and representatives (each, an "“Indemnified Person"”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents and including any contractual obligation entered into in connection with any E-Systems or Electronic Transmissions (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from that Indemnified Person's ’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Borrower and each other Credit Party that is a signatory hereto shall executing this --------- Agreement jointly and severally agree to indemnify and hold harmless each of AgentLender and its Affiliates, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or with respect to the execution, delivery, enforcement, performance and the administration of such creditof, and or in connection with or any other way arising out of or relating to, this Agreement and the other Loan Documents or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewithwith respect to any of the foregoing, including any and all product liabilities, Environmental Liabilities Liabilities, Taxes and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that INCLUDING, WITHOUT LIMITATION, INDEMNIFIED LIABILITIES ARISING FROM THE SOLE OR CONTRIBUTORY ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON BUT EXCLUDING any such suit, action, proceeding, claim, damage, loss, liability or expense results Indemnified Liability is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTCREDIT PARTY, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's ’s respective officers, directors, employees, attorneys, agents and representatives (each, an "“Indemnified Person"”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from (i) that Indemnified Person's ’s gross negligence or willful misconductmisconduct or (ii) a dispute among the Lenders and/or their transferees. NO NEITHER ANY INDEMNIFIED PERSON NOR ANY CREDIT PARTY SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto Borrower shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party Borrower shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto Borrower shall jointly and severally indemnify and hold harmless each of Agent, Lenders and Lenders, their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated extended under this Agreement and the other Loan Documents and the administration of such credit, and or in connection with or arising out of the transactions contemplated hereunder and thereunder and or any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities")Costs; provided, that no such Credit Party Borrower shall not be liable for any indemnification to an such Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from that such Indemnified Person's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction after all possible appeals have been exhausted. NO NEITHER AGENT, ANY LENDER, NOR ANY OTHER INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTHERETO, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED EXTENDED OR TERMINATED UNDER ANY THIS AGREEMENT AND THE OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERDOCUMENTS.

Indemnity. (a) Each Credit Party that is a signatory hereto Borrower shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation investigations or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated extended under this Agreement and the other Loan Documents and the administration of such credit, and or in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewiththereunder, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities")Costs; provided, provided that no such Credit Party Borrower shall not be liable for any indemnification to an such Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from that such Indemnified Person's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction after all possible appeals have been exhausted. NO NEITHER AGENT, ANY LENDER NOR ANY OTHER INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTHERETO, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR DIRECT, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED EXTENDED UNDER ANY THE LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERDOCUMENTS.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally the Borrower agrees to indemnify and hold harmless each of AgentLender Party, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person")upon demand, from and against any and all suitsliabilities, obligations, broker’s fees, claims, losses, damages, penalties, fines, actions, proceedingsjudgments, claimssuits, damagessettlements, lossescosts, liabilities and expenses or disbursements (including reasonable fees of attorneys' fees , accountants, experts and disbursements advisors) of any kind or nature whatsoever (in this section collectively called “liabilities and other costs of investigation costs”) which to any extent (in whole or defense, including those incurred upon any appealin part) that may be instituted imposed on, incurred by, or asserted against such Lender Party growing out of, resulting from or incurred by in any such Indemnified Person as other way associated with any of the result of credit having been extendedCollateral, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credittransactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein (whether arising in contract or in tort or otherwise). Among other things, the foregoing indemnification covers all liabilities and in connection with or arising out of the transactions contemplated hereunder and thereunder and costs incurred by any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties Lender Party related to any breach of a Loan Document by a Restricted Person, any bodily injury to any Person or damage to any Person’s property, or any violation or noncompliance with any Environmental Laws by any Lender Party or any other Person or any liabilities or duties of any Lender Party or any other Person with respect to Hazardous Materials found in or released into the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconductenvironment. NO INDEMNIFIED PERSON THE FOREGOING INDEMNIFICATION SHALL BE RESPONSIBLE APPLY WHETHER OR LIABLE NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY OTHER PARTY TO ANY LOAN DOCUMENTEXTENT OWED, ANY SUCCESSORIN WHOLE OR IN PART, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT CLAIM OR AS A RESULT THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.KIND BY ANY LENDER PARTY,

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's ’s respective officers, directors, employees, attorneys, agents and representatives (each, an "“Indemnified Person"”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and in connection with any agreement or contractual obligation entered into in connection with any E-Systems or other Electronic Transmissions and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's ’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly The Company indemnifies and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliatesholds Laurus, and each such Person's its respective officers, directorsaffiliates, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of or relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO THE COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's ’s respective officers, directors, employees, attorneys, agents and representatives (each, an "“Indemnified Person"”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (other than disputes between and among Agent/or the Lenders arising when no Event of Default has occurred and is continuing) (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's ’s gross negligence or willful misconduct; and, provided further, that any obligations of the Credit Parties to the Indemnified Persons with respect to Environmental Liabilities and Hazardous Materials shall be governed exclusively by the terms and provisions of the Environmental Indemnity Agreement and not by the terms and provisions of this Section 1.13 or any other term and provision of this Agreement or any other Loan Document other than the Environmental Indemnity Agreement. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto Borrower shall jointly and severally indemnify and hold harmless each of AgentAgents, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives Related Parties (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees legal fees, on a solicitor and client basis, and disbursements and other costs of investigation or defensedefence, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, provided that no such Credit Party Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful wilful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's ’s respective officers, directors, employees, attorneys, agents and representatives (each, an "“Indemnified Person"”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "“Indemnified Liabilities"”); provided, provided that (i) no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's ’s gross negligence or willful misconductmisconduct and (ii) Indemnified Liabilities shall not include any taxes, levies, imposts, deductions, charges or withholdings imposed by any Governmental Authority, or any liabilities with respect thereto, that may be instituted or asserted or incurred as the result of credit having been extended, suspended or terminated, the indemnification for which shall be governed solely and exclusively by Section 1.13. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agentthe Agents, Lenders Lenders, the Fronting Lender and their respective Affiliates, and each such Person's ’s respective officers, directors, employees, attorneys, agents and representatives (each, an "“Indemnified Person"”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's ’s gross negligence or willful misconductmisconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Section 1.14(a), no Foreign Credit Party shall have any obligation to any Indemnified Person with respect to Indemnified Liabilities relating to Obligations of any Domestic Credit Party.

Indemnity. (a) Each The Borrower shall indemnify each Credit Party that is a signatory hereto shall jointly and severally indemnify each Related Party thereof (each such Person being called an “Indemnified Person”) against, and hold each Indemnified Person harmless each of Agentfrom, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedingslosses, claims, damages, losses, liabilities and expenses (related expenses, including the reasonable attorneys' fees fees, charges and disbursements and other costs of investigation or defenseany counsel for any Indemnified Person, including those incurred upon any appeal) that may be instituted by or asserted against or incurred by any such Indemnified Person arising out of, in connection with, or as the a result of credit having been extended(i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, suspended or terminated under this Agreement and the other performance by the parties to the Loan Documents and of their respective obligations thereunder or the administration of such credit, and in connection with or arising out consummation of the transactions contemplated hereunder and thereunder and hereby or any actions other transactions contemplated thereby (including the Caremark Merger), (ii) any Loan or failures Letter of Credit or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to act in connection therewiththe Borrower or any of the Subsidiaries or (iv) any actual or prospective claim, including any and all Environmental Liabilities and legal costs and expenses arising out of litigation, investigation or incurred in connection with disputes between or among any parties proceeding relating to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); providedwhether based on contract, that no such Credit Party shall be liable for tort or any indemnification to an other theory and regardless of whether any Indemnified Person is a party thereto, provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that any such suitlosses, actionclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense results related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from that Indemnified Person's the gross negligence or willful misconductmisconduct of such Indemnified Person. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTNotwithstanding the above, ANY SUCCESSORthe Borrower shall have no liability under clause (i) of this Section to indemnify or hold harmless any Indemnified Person for any losses, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTYclaims, FOR INDIRECTdamages, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERliabilities and related expenses relating to income or withholding taxes or any tax in lieu of such taxes.

Indemnity. (a) Each Borrower and each other Credit Party that is a signatory hereto shall executing this Agreement jointly and severally agree to indemnify and hold harmless each of AgentLender and its Affiliates, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or with respect to the execution, delivery, enforcement, performance and the administration of such creditof, and or in connection with or any other way arising out of or relating to, this Agreement and the other Loan Documents or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewithwith respect to any of the foregoing, including any and all product liabilities, Environmental Liabilities Liabilities, Taxes and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results Indemnified Liability is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTCREDIT PARTY, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneyslegal counsel, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, orders, claims, damages, losses, liabilities and expenses (including reasonable attorneys' legal fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the a result of or in connection with credit having been extended, suspended or terminated under this Agreement and or the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewiththerewith including the taking of any enforcement actions by Agent, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's ’s respective officers, directors, employees, attorneys, advisors (financial or otherwise), agents and representatives (each, an "“Indemnified Person"”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and related reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense expense, including any and all Environmental Liabilities, results from that Indemnified Person's ’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless (except ICON of Canada which shall only severally indemnify and hold harmless to the extent permitted by the corporate statute under which it is incorporated) each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified ----------- Person"), from and against any and all suits, actions, proceedings, claims, ------ damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents --- ------- (collectively, "Indemnified Liabilities"); provided, that no such Credit Party ----------------------- -------- shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto Whether or not the transactions contemplated hereby are consummated, the Borrower shall jointly and severally indemnify and hold harmless the Agent-Related Persons, the Issuing Banks, the Arranger and each Bank and each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneyscounsel, agents and representatives attorneys-in-fact (each, an "Indemnified Person"), ) harmless from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, claimssuits and reasonable (giving due regard to the prevailing circumstances) costs, damagescharges, losses, liabilities expenses and expenses disbursements (including reasonable attorneys' fees Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, the termination of the Letters of Credit and disbursements and other costs the termination, resignation or replacement of investigation the Agent or defensereplacement of any Bank or Issuing Bank) be imposed on, including those incurred upon any appeal) that may be instituted by or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereunder and thereunder and hereby, or any actions action taken or failures to act omitted by any such Person under or in connection therewithwith any of the foregoing, including with respect to any and all Environmental Liabilities and legal costs and expenses investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or incurred in connection with disputes between the Loans or among any parties to any Letters of Credit or the use of the Loan Documents proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Borrower shall have no such Credit Party shall be liable for obligation hereunder to any indemnification to an Indemnified Person with respect to Indemnified Liabilities resulting solely from the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconductmisconduct of such Indemnified Person. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERThe agreements in this Section shall survive payment of all other Obligations.

Indemnity. Each Borrower hereby agrees to jointly and severally indemnify Agent, Arranger and each Lender (aand each of their Affiliates), and each of their respective officers, directors, employees, agents and advisors and hold Agent, Arranger and each Lender (and each of their Affiliates) Each Credit Party that is and each of their respective officers, directors, employees, agents and advisors, harmless from and against any liability, loss, damage, suit, action or proceeding ever suffered or incurred by any such Person (including reasonable attorneys fees and legal expenses) as the result of such Borrower's failure to observe, perform or discharge such Borrower's duties hereunder or arising from or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby, except those determined by a signatory hereto court of competent jurisdiction in a final nonappealable judgment to have arisen out of the gross negligence or willful misconduct of any such Person. In addition, Borrowers shall jointly and severally defend Agent, Arranger and each Lender (and each of their Affiliates), and each of their respective officers, directors, employees, agents and advisors against and save it harmless from all claims of any Person with respect to the Collateral (except those determined by a court of competent jurisdiction in a final nonappealable judgment to have arisen out of the gross negligence or intentional misconduct of any such Person). Without limiting the generality of the foregoing, Borrowers shall jointly and severally indemnify and hold harmless Agent and each Lender (and each of Agent, Lenders and their respective Affiliates), and each such Person's of their respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), advisors from and against any and all suitsloss, actionsdamage, proceedingscost, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation expense or defense, including those incurred upon any appeal) that may be instituted liability directly or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses indirectly arising out of or incurred under the Environmental Laws, or attributable to the use, generation, storage, release, threatened release, discharge, disposal or presence of any Hazardous Materials, except for those losses, damages, costs, expenses or liabilities determined by a court of competent jurisdiction in connection with disputes between or among any parties a final nonappealable judgment to any have arisen out of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconductmisconduct of any such Person. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTNotwithstanding any contrary provision in this Agreement, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERthe obligation of each Borrower under this Section 12.2 shall survive the payment in full of the Obligations and the termination of this Agreement.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted by any third party or by any Credit Party against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from (i) that Indemnified Person's gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction, (ii) any dispute among any of Agent and the Lenders which dispute does not involve any Credit Party or (iii) any settlement effected without the consent of a Credit Party. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify, save and hold harmless each of Agent, Lenders each Lender and their respective Affiliates, and each such Person's respective directors, officers, directors, employees, attorneyscounsel, agents and representatives attorneys-in-fact (each, an collectively the "Indemnified PersonIndemnitees"), ) from and against against: (a) any and all suits, actions, proceedings, claims, damagesdemands, actions or causes of action that are asserted against any Indemnitee by any Person (other than either 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 Affiliate of any Credit Party or any of their respective officers or directors; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment of the Revolving Obligations and the resignation or removal of either Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee, arising out of or relating to, the Credit Documents, any predecessor Credit Documents, the Commitments, the use or contemplated use of the proceeds of any Extension of Credit, or the relationship of any Credit Party, the Agents and the Lenders under this Agreement or any other Credit Document; (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 (including liabilities under indemnities), losses, liabilities and costs or expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appealcounsel) that may be instituted any Indemnitee suffers or asserted against or incurred by any such Indemnified Person incurs as the a result of credit having been extendedthe assertion of any foregoing claim, suspended demand, action, cause of action or terminated under this Agreement and proceeding, or as a result of the other Loan Documents and the administration preparation of such credit, and 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 transactions contemplated hereunder negligence of an Indemnitee, and thereunder and any actions whether or failures not an Indemnitee is a party to act in connection therewithsuch claim, including any and demand, action, cause of action or proceeding (all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (foregoing, collectively, the "Indemnified Liabilities"); provided, provided that no such Credit Party Indemnitee shall be liable entitled to indemnification for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's claim caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERThe agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Indemnity. (a) Each Credit Party that is a signatory hereto shall Company hereby jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective AffiliatesLaurus, and each such Person's its respective officers, directorsaffiliates, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of or relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's ’s respective officers, directors, employees, attorneys, agents and representatives (each, an "“Indemnified Person"”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's ’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally Borrower agrees to indemnify and hold harmless each of AgentLender Party, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person")upon demand, from and against any and all suitsliabilities, obligations, claims, losses, damages, penalties, fines, actions, proceedingsjudgments, claimssuits, damagessettlements, lossescosts, liabilities and expenses or disbursements (including reasonable fees of attorneys' fees , accountants, experts and disbursements advisors) of any kind or nature whatsoever (in this section collectively called "liabilities and other costs of investigation costs") which to any extent (in whole or defense, including those incurred upon any appealin part) that may be instituted imposed on, incurred by, or asserted against such Lender Party growing out of, resulting from or incurred by in any such Indemnified Person as other way associated with any of the result of credit having been extendedCollateral, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein whether arising in connection with contract or arising out of the transactions contemplated hereunder in tort or otherwise and thereunder and any actions or failures to act in connection therewith, including any and all violation or noncompliance with any Environmental Liabilities and legal costs and expenses arising out Laws by any Lender Party or any other Person or any liabilities or duties of any Lender Party or incurred any other Person with respect to Hazardous Materials found in connection with disputes between or among any parties to any of released into the Loan Documents (collectivelyenvironment). THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, "Indemnified Liabilities"); providedIN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY LENDER PARTY, provided only that no such Credit Lender Party shall be liable entitled under this section to receive indemnification for that portion, if any, of any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's liabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTIf any Person (including Borrower or any of its Affiliates) ever alleges such gross negligence or willful misconduct by any Lender Party, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.the indemnification provided for in this section shall nonetheless

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally Company agrees to indemnify and hold harmless each of Agent, Lenders and their respective AffiliatesInvestor, and each such Person's its respective directors, managers, officers, directorsshareholders, members, partners, affiliates, employees, attorneys, attorneys and agents and representatives (each, an "“Indemnified Person"”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated their investment in the Shares under this Agreement or with respect to any breach (or alleged breach) of any representation, warranty or covenant of the Company contained in this Agreement or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of the or relating to, this Agreement or transactions contemplated hereunder and thereunder by or referred to herein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted from that such Indemnified Person's ’s gross negligence or willful misconduct. The Company shall reimburse each Investor for amounts provided for herein on demand as such expenses are incurred. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO THE COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED THEIR INVESTMENT IN THE SHARES UNDER ANY LOAN DOCUMENT THIS AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER HEREUNDER. THE COMPANY SHALL NOT BE RESPONSIBLE OR THEREUNDERLIABLE TO ANY INDEMNIFIED PERSON OR TO ANY OTHER PARTY OR TO ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SPECIAL DAMAGES WHETHER OR NOT SUCH DAMAGES WERE REASONABLY FORESEEABLE.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly In addition to and severally without limiting any other indemnity specifically provided herein, the Issuer agrees to defend, indemnify and hold harmless Equity, its successors and assigns, and its and each of Agent, Lenders and their respective Affiliatesdirectors, and each such Person's respective officers, directorsemployees and agents (the “Indemnified Parties”) against and from any demands, employeesclaims, attorneysassessments, agents and representatives (eachproceedings, an "Indemnified Person"), from and against any and all suits, actions, proceedingscosts, claimsjudgments, penalties, interest, liabilities, losses, damages, lossesdebts, liabilities expenses and expenses disbursements (including reasonable attorneys' expert consultant and legal fees and disbursements on a substantial indemnity, or solicitor and other costs client, basis) (collectively, the “Claims”) that the Indemnified Parties, or any of investigation them, may suffer or defense, including those incurred upon any appeal) incur or that may be instituted or asserted against them, or incurred by any such Indemnified Person of them, in consequence of, arising from or in any way relating to this Agreement (as the result of credit having been extendedsame may be amended, suspended modified or terminated under this Agreement and supplemented from time to time) or Equity’s duties hereunder or any other services that Equity may provide to the other Loan Documents and the administration of such credit, and Issuer in connection with or arising out in any way relating to this Agreement or Equity’s duties hereunder, except that no individual Indemnified Party shall be entitled to indemnification in the event such Indemnified Party is found to have acted negligently, in bad faith or engaged in willful misconduct For greater certainty, the Issuer agrees to indemnify and save harmless the Indemnified Parties against and from any present and future taxes (other than income taxes), duties, assessments or other charges imposed or levied on behalf of any governmental authority having the transactions contemplated hereunder and thereunder and any actions or failures power to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred tax that are owed by the Issuer in connection with disputes between or among any parties Equity’s duties hereunder. In addition, the Issuer agrees to any of reimburse, indemnify and save harmless the Loan Documents Indemnified Parties for, against and from all legal fees and disbursements (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to on a substantial indemnity basis) incurred by an Indemnified Person to Party if the extent that any such suit, Issuer commences an action, proceedingor cross claims or counterclaims, against the Indemnified Party and the Indemnified Party is successful in defending such claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of the Administrative Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents Documents, and associated with Electronic Transmissions or E-Systems as well as failures caused by Borrower's equipment, software, services or otherwise used in connection therewith (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally The Company agrees to indemnify and hold harmless each of AgentIndemnified Party, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person")upon demand, from and against any and all suitsliabilities, obligations, claims, losses, damages, penalties, fines, actions, proceedingsjudgments, claimssuits, damagessettlements, lossescosts, liabilities and expenses or disbursements (including reasonable fees of attorneys' fees , accountants, experts and disbursements advisors) of any kind or nature whatsoever (in this section collectively called "liabilities and other costs of investigation costs") which to any extent (in whole or defense, including those incurred upon any appealin part) that may be instituted imposed on, incurred by, or asserted against or incurred by any such Indemnified Person as the result of credit having been extendedParty growing out of, suspended resulting from or terminated under this Agreement and the in any other Loan Documents and the administration of such credit, and in connection way associated with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents and the transactions and events (collectivelyincluding the enforcement or defense thereof) at any time associated therewith or contemplated therein (including any violation or noncompliance with any Environmental Laws by the Company or any of its Subsidiaries or any liabilities or duties of the Company or any of its Subsidiaries or of any Indemnified Party with respect to Hazardous Materials found in or released into the environment). THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT CAUSED, "Indemnified Liabilities"); providedIN WHOLE OR IN PART, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suitBY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PARTY, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. PROVIDED THAT NO INDEMNIFIED PERSON PARTY SHALL BE RESPONSIBLE OR LIABLE ENTITLED UNDER THIS SECTION TO ANY OTHER PARTY TO ANY LOAN DOCUMENTRECEIVE INDEMNIFICATION FOR THAT PORTION, ANY SUCCESSORIF ANY, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER LIABILITIES AND COSTS WHICH IS PROXIMATELY CAUSED BY ITS OWN INDIVIDUAL GROSS NEGLIGENCE OR THEREUNDERWILLFUL MISCONDUCT.

Indemnity. (a) Each In addition to the payment of expenses pursuant to Section 10.2, each Credit Party that is a signatory hereto shall jointly and severally indemnify agrees to defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, pay and hold harmless each Agent (and each sub-agent thereof), Arranger, Lender and Issuing Bank and each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives Related Parties (each, an "Indemnified Person"“Indemnitee”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"). THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY OR OUT OF ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided, provided that no such Credit Party shall be liable for have any indemnification obligation to an any Indemnitee hereunder with respect to any Indemnified Person Liabilities to the extent that any such suitIndemnified Liabilities have been found by a final, action, proceeding, claim, damage, loss, liability or expense results non-appealable judgment of a court of competent jurisdiction to have resulted from that Indemnified Person's (i) the gross negligence or willful misconductmisconduct of such Indemnitee or its Related Parties, (ii) a material breach in bad faith by such Indemnitee or its Related Parties of its express obligations under this Agreement or (iii) any action, investigation, claim, litigation or proceeding not involving an act or omission by any Credit Party or the equityholders or Affiliates of any Credit Party (or the Related Parties of any Credit Party) that is brought by an Indemnitee against another Indemnitee (other than against any Agent or any Arranger (or any holder of any other title or role) in its capacity as such). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERThis Section 10.3(a) shall not apply with respect to Taxes other than any Taxes that represent Indemnified Liabilities arising from any non-Tax claim.

Indemnity. (a) Each Credit Borrower Party that is a signatory hereto shall jointly and severally will indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), Person from and against any and all suitsclaims, liabilities, investigations, losses, damages, actions, proceedingsdemands, claimspenalties, damagesjudgments, lossessuits, liabilities investigations and costs, expenses (including reasonable attorneys' fees and disbursements expenses of experts, agents, consultants and other costs counsel) and disbursements, in each case, of investigation any kind or defensenature (whether or not the Indemnified Person is a party to any such action, including those incurred upon suit or investigation, and whether such claim, proceeding or action is brought by either any appealBorrower, any Guarantor, or any third party) that whatsoever which may be instituted imposed on, incurred by, or asserted against or incurred by any such an Indemnified Person as resulting from any breach or alleged breach by the result Borrower Parties of credit having been extendedany representation or warranty made hereunder, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and otherwise in connection with any way relating to or arising out of the transactions Revolving Loan Commitment, this Agreement, the other Loan Documents, the Bank Products Documents or any other document contemplated hereunder by this Agreement, the making, administration or enforcement of the Loan Documents and thereunder and the Loans or any actions Bank Products Documents, any transaction contemplated hereby or failures to act in connection therewithany related matters unless, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the above, such Indemnified Person or its officers, directors, employees or agents, is determined by a final non-appealable judgment of a court of competent jurisdiction to have acted or failed to act with gross negligence or willful misconduct or to have been in material breach of any Loan Documents (collectively, "Indemnified Liabilities")Document; provided, that no such Credit Party in the case of legal fees and expenses, the Borrower Parties’ indemnification obligations shall be liable for any indemnification to an Indemnified Person limited to the extent that reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnified Persons taken as a whole in any relevant jurisdiction and, in the case of any conflict of interest (as reasonably determined by the Indemnified Persons affected by such suit, action, proceeding, claim, damage, loss, liability or expense results from that conflict) one additional counsel in each relevant jurisdiction to each group of affected Indemnified Person's gross negligence or willful misconductPersons similarly situated taken as a whole. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERUNDER ANY OTHER LOAN DOCUMENT. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnified Person through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Person as determined by a final and nonappealable judgment of a court of competent jurisdiction. This Section 6.14 shall survive termination of this Agreement whether or not any Obligations remain outstanding.

Indemnity. (a) Each Credit Party that is a signatory hereto shall Company hereby jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective AffiliatesGSSF, and each such Person's its respective officers, directorsaffiliates, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of or relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally The Company agrees to indemnify and hold harmless the Agents and the Banks and each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneysagents, agents advisors and representatives (each, an "Indemnified Person"), from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, suits, claims, damagescosts, lossesdeficiencies, liabilities and expenses (including reasonable attorneys' fees expenses, and disbursements and other costs of investigation any kind or defense, including those incurred upon any appeal) that nature whatsoever which may be instituted imposed on, incurred by or asserted against any Agent, any Bank, or incurred by any such Indemnified Person as the result of credit having been extendedtheir respective Affiliates, suspended officers, directors, employees, agents, advisors or terminated under this Agreement and the other Loan Documents and the administration of such credit, and representatives in connection with any way relating to or arising out of the transactions contemplated hereunder Loan Papers, any transaction related hereto, or any act, omission, or transaction of the Company, its Subsidiaries, and thereunder and any actions Affiliates, or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectivelytheir employees, "Indemnified Liabilities"); providedofficers, that no such Credit Party shall be liable for any indemnification to an Indemnified Person directors or other representatives, to the extent that any such suitof the same results, actiondirectly or indirectly, proceedingfrom any claims made or actions, claimsuits, damageor proceedings commenced by or on behalf of any person other than an Agent or a Bank. The obligation of the Company under this section shall continue for a period of one year after payment of the Obligation and termination of any or all Loan Papers, lossand SHALL APPLY WHETHER OR NOT SUCH LOSSES, liability CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY AGENT OR ANY BANK; provided, however, that although each indemnified party shall have the right to be indemnified from its own ordinary negligence, no indemnified party shall have the right to be indemnified hereunder for willful misconduct or expense results from that Indemnified Person's gross negligence to the extent found by a final, non-appealable judgment of a court of competent jurisdiction. To the fullest extent permitted by applicable law, the Company shall not assert, and hereby waives, any claim against any indemnified party, on any theory of liability, for special, indirect, consequential or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTpunitive damages (as opposed to direct or actual damages) arising out of, ANY SUCCESSORin connection with, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTYor as a result of, FOR INDIRECTthis Agreement, PUNITIVEany other Loan Papers or any agreement or instrument contemplated hereby, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDEDthe transactions contemplated hereby or thereby, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERany Loan or Letter of Credit or the use of the proceeds thereof.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify Customer agrees to indemnify, defend and hold harmless each of Agent, Lenders Honeywell and their respective Affiliates, and each such Person's respective its officers, directors, employees, attorneys, affiliates and agents and representatives (each, an "Indemnified Person"), “indemnitee”) from and against any and all suits, actions, proceedingslawsuits, losses, damages, liabilities, claims, damages, losses, liabilities costs and expenses (including including, without limitation, reasonable attorneys' fees and disbursements and other costs of investigation or defense’ fees) caused by, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between relating to Customer’s breach or among any parties to any alleged breach of this Agreement or the Loan Documents negligence or willful misconduct (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross alleged negligence or willful misconduct) of Customer or any other person under Customer’s control or for whom Customer is responsible. NO INDEMNIFIED PERSON WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT ALLOWED BY LAW, CUSTOMER SHALL BE RESPONSIBLE INDEMNIFY AND HOLD HONEYWELL AND EACH OTHER INDEMNITEE HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND COSTS OF WHATEVER NATURE, INCLUDING BUT NOT LIMITED TO, CONSULTANTS’ AND ATTORNEYS’ FEES, DAMAGES FOR BODILY INJURY AND PROPERTY DAMAGE, FINES, PENALTIES, CLEANUP COSTS AND COSTS ASSOCIATED WITH DELAY OR LIABLE TO WORK STOPPAGE, THAT IN ANY OTHER PARTY TO ANY LOAN DOCUMENTWAY RESULTS FROM OR ARISES UNDER THE BREACH OF THE REPRESENTATIONS AND WARRANTIES OF CUSTOMER IN SECTION 5, ANY SUCCESSORTHE EXISTENCE OF MOLD OR A HAZARDOUS SUBSTANCE AT A SITE, ASSIGNEE OR THIRD PARTY BENEFICIARY THE OCCURRENCE OR EXISTENCE OF SUCH PERSON THE SITUATIONS OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTYCONDITIONS DESCRIBED IN SECTION 5, FOR INDIRECT, PUNITIVE, EXEMPLARY WHETHER OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT NOT CUSTOMER PROVIDES HONEYWELL ADVANCE NOTICE OF CREDIT HAVING BEEN EXTENDED, SUSPENDED THE EXISTENCE OR TERMINATED UNDER ANY LOAN DOCUMENT OCCURRENCE AND REGARDLESS OF WHEN THE HAZARDOUS SUBSTANCE OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OCCURRENCE IS DISCOVERED OR THEREUNDEROCCURS. Customer may not enter into any settlement or consent to any judgment without the prior written approval of each indemnitee. This Section 7 shall survive termination or expiration of this Agreement for any reason.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified PersonINDEMNIFIED PERSON"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties ANY PARTIES to any of the Loan Documents (collectively, "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); providedPROVIDED, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally Borrower agrees to indemnify and hold harmless each of AgentLender Party, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person")upon demand, from and against any and all suitsliabilities, obligations, broker’s fees, claims, losses, damages, penalties, fines, actions, proceedingsjudgments, claimssuits, damagessettlements, lossescosts, liabilities and expenses or disbursements (including reasonable fees of attorneys' fees , accountants, experts and disbursements advisors) of any kind or nature whatsoever (in this section collectively called “liabilities and other costs of investigation costs”) which to any extent (in whole or defense, including those incurred upon any appealin part) that may be instituted imposed on, incurred by, or asserted against such Lender Party growing out of, resulting from or incurred by in any such Indemnified Person as other way associated with any of the result of credit having been extendedCollateral, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credittransactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein (whether arising in contract or in tort or otherwise). Among other things, the foregoing indemnification covers all liabilities and in connection with or arising out of the transactions contemplated hereunder and thereunder and costs incurred by any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties Lender Party related to any breach of a Loan Document by a Restricted Person, any bodily injury to any Person or damage to any Person’s property, or any violation or noncompliance with any Environmental Laws by any Lender Party or any other Person or any liabilities or duties of any Lender Party or any other Person with respect to Hazardous Materials found in or released into the Loan Documents (collectivelyenvironment. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, "Indemnified Liabilities"); providedIN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY LENDER PARTY, provided only that no such Credit Lender Party shall be liable entitled under this section to receive indemnification for that portion, if any, of any liabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower or any of its Affiliates) ever alleges such gross negligence or willful misconduct by any Lender Party, the indemnification provided for in this section shall nonetheless be paid upon demand, subject to an Indemnified Person later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's and effect of the alleged gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTAs used in this section the term “Lender Party” shall refer not only to each Person designated as such in Section 1.1 but also to each director, ANY SUCCESSORofficer, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTYAgent, FOR INDIRECTtrustee, PUNITIVEattorney, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDEDemployee, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERrepresentative and Affiliate of or for such Person.

Indemnity. (a) Each Credit Loan Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Administrative Agent, Syndication Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, however, that no such Credit Loan Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconductmisconduct or material and knowing breach of its obligations and this Agreement. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. Except as may be directly attributable to our lack of good faith or willful misconduct and as limited by UCC Section 4-103 (aas then in effect) Each Credit Party that is a signatory hereto shall jointly and severally if applicable, you agree to defend, indemnify and hold harmless each of Agent, Lenders us and their respective Affiliates, and each such Person's respective officersour affiliates, directors, officers, employees, attorneysagents, agents service providers, and representatives independent contractors (each, an "as applicable) (the “Indemnified Person"), Parties”) harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and liabilities, costs, damages (including punitive damages), expenses (including reasonable attorneys' fees and disbursements and other costs ’ fees), claims (whether or not formally asserted), or demands (the “Indemnified Losses”) to which any of investigation or defense, including those incurred upon any appeal) that the Indemnified Parties may be instituted subject or asserted against may incur arising out of or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with its or their performance of this Synovus Gateway Agreement, Synovus Gateway or the Synovus Gateway Services, or any of your obligations, responsibilities, warranties or representation relating to Synovus Gateway or the Synovus Gateway Services, or your breach of any term of this Synovus Gateway Agreement, regardless of the nature of any claim or loss. You agree to indemnify the Indemnified Parties from and against any of the Indemnified Losses or expenses resulting from or arising out of any claim of any person that we are responsible for the transactions contemplated hereunder act or omission of you or any of the Third Parties (as defined in the Limitation of Liability section). You agree that we and thereunder and the other Indemnified Parties shall not be responsible for any actions loss, property damage or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses bodily injury arising out of or incurred in connection resulting from the failure of any person to provide you with disputes between access to Synovus Gateway or among any parties to any of the Loan Documents (collectivelySynovus Gateway Services, "whether caused by the equipment, software, us, ISPs Internet browsers, or parties providing communication services to or from you. You further agree to indemnify, defend, hold harmless and release us and the other Indemnified Liabilities"); providedParties from and against any and all liability, and agree not to make any claim against us or any of the other Indemnified Parties or bring any action against any of them, relating to its honoring or allowing any actions or transactions that no such Credit Party shall be liable for were conducted by the Administrator or us in our performance of any indemnification to an Indemnified Person to function of the extent that any such suit, action, proceeding, claim, damage, loss, liability Administrator or expense results from that Indemnified Person's gross negligence acting upon messages or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERauthorizations provided using your Credentials.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Lenders and their respective Affiliates, and each such Person's ’s respective officers, directors, employees, attorneys, agents and representatives representatives, (each, an "“Indemnified Person"”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "“Indemnified Liabilities"”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's ’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall Whether or not the transactions contemplated hereby are consummated, each of the Borrower Parties shall, jointly and severally severally, indemnify and hold harmless the Administrative Agent, the other Agents, the Issuing Lender and each Lender and each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneyscounsel, agents and representatives attorneys-in-fact (each, an "“Indemnified Person"), ”) harmless from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, claimssuits, damagescosts, lossescharges, liabilities expenses and expenses disbursements (including reasonable attorneys' attorney’s fees and disbursements expenses) of any kind or nature whatsoever which may at any time (including at any time following the Commitment Termination Date and other costs the termination, resignation or replacement of investigation the Administrative Agent, the Issuing Lender or defensereplacement of any Lender) be imposed on, including those incurred upon any appeal) that may be instituted by or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereunder and thereunder and hereby, or any actions action taken or failures to act omitted by any such Person under or in connection therewithwith any of the foregoing, including with respect to any and all Environmental Liabilities and legal costs and expenses investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or incurred the Loans or Letters of Credit (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with disputes between such demand do not strictly comply with the terms of such Letter of Credit) or among any parties to any the use of the Loan Documents proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, "the “Indemnified Liabilities"”); provided, however, that the Borrower Parties shall have no such Credit Party shall be liable for obligation hereunder to any indemnification to an Indemnified Person with respect to Indemnified Liabilities resulting solely from the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconductmisconduct of such Indemnified Person. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERThe agreements in this Section 11.14 shall survive payment of all other Obligations.

Indemnity. (a) Each The Borrower shall indemnify each Credit Party that is a signatory hereto shall jointly and severally indemnify each Related Party thereof (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless each of Agentfrom, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedingslosses, claims, damages, losses, liabilities and expenses (related expenses, including the reasonable attorneys' fees fees, charges and disbursements and other costs of investigation or defenseany counsel for any Indemnified Person, including those incurred upon any appeal) that may be instituted by or asserted against or incurred by any such Indemnified Person arising out of, in connection with, or as the a result of credit having been extended(i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, suspended or terminated under this Agreement and the other performance by the parties to the Loan Documents and of their respective obligations thereunder or the administration of such credit, and in connection with or arising out consummation of the transactions contemplated hereunder and thereunder and hereby or any actions other transactions contemplated thereby (including the Eckerd Acquisition), (ii) any Loan or failures the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to act in connection therewiththe Borrower or any of the Subsidiaries or (iv) any actual or prospective claim, including any and all Environmental Liabilities and legal costs and expenses arising out of litigation, investigation or incurred in connection with disputes between or among any parties proceeding relating to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); providedwhether based on contract, that no such Credit Party shall be liable for tort or any indemnification to an other theory and regardless of whether any Indemnified Person is a party thereto, PROVIDED that such indemnity shall not, as to any Indemnified Person, be available to the extent that any such suitlosses, actionclaims, proceedingdamages, claim, damage, loss, liability liabilities or expense results related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from that Indemnified Person's the gross negligence or willful misconductmisconduct of such Indemnified Person. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTNotwithstanding the above, ANY SUCCESSORthe Borrower shall have no liability under clause (i) of this Section to indemnify or hold harmless any Indemnified Person for any losses, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTYclaims, FOR INDIRECTdamages, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERliabilities and related expenses relating to income or withholding taxes or any tax in lieu of such taxes.

Indemnity. (a) Each In addition to the payment of expenses pursuant to Section 10.2, each Credit Party that is agrees to defend (subject to Indemnitees’ selection of one outside counsel for all Indemnitees taken as a signatory hereto shall jointly whole, or, with the consent of the Borrower (such consent not to be unreasonably withheld), one outside counsel to any Indemnitee, and severally indemnify additional local counsel in any relevant jurisdiction, and solely in the case of an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction for all similarly situated affected persons taken as a whole), indemnify, pay and hold harmless harmless, each of AgentAgent and Lender, Lenders their affiliates and their respective Affiliatesofficers, and each such Person's respective officerspartners, directors, employeestrustees, attorneys, employees and agents of each Agent and representatives each Lender (each, an "Indemnified Person"“Indemnitee”), from and against any and all suitsIndemnified Liabilities, actionsIN ALL CASES, proceedingsWHETHER OR NOT CAUSED BY OR ARISING, claimsIN WHOLE OR IN PART, damagesOUT OF THE COMPARATIVE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE; provided that such indemnity shall not, lossesas to any Indemnitee, liabilities be available to the extent that such Indemnified Liabilities (i) are determined by a court of competent jurisdiction by final and expenses nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appealii) that may be instituted or asserted against or incurred result from a claim brought by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration Credit Party against an Indemnitee for breach in bad faith of such creditIndemnitee’s funding obligations hereunder, if such Credit Party has obtained a final and nonappealable judgment in connection with its favor on such claim as determined by a court of competent jurisdiction or (iii) disputes arising out of the transactions contemplated hereunder solely between Indemnitees and thereunder and (A) not involving any actions action or failures to act in connection therewith, including inaction by any and all Environmental Liabilities and legal costs and expenses arising out of Credit Party or incurred in connection with disputes between or among any parties (B) not relating to any action of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Indemnitee in its capacity as Administrative Agent or Collateral Agent. No Credit Party shall be liable for any indemnification settlement of any proceedings if such settlement was effected without its consent (which consent shall not be unreasonably withheld or delayed), but if settled with the written consent of the Borrower or if there is a final judgment for the plaintiff in any such proceedings, the Borrower agrees to an Indemnified Person indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the preceding paragraph. This Section 10.3 shall not apply with respect to Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any such suitlaw or public policy, action, proceeding, claim, damage, loss, liability the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERany of them.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally The Borrower shall, at all times, indemnify and hold each Lender harmless (the “Indemnity”) and each of Agent, Lenders and their respective Affiliatesdirectors, and each such Person's respective partners, officers, directors, employees, attorneysagents, agents counsel and representatives advisors (each, an "“Indemnified Person"”) in connection with any losses, claims (including the reasonable attorneys’ fees incurred in defending against such claims), from and against any and all suits, actions, proceedings, claims, damages, lossesliabilities, liabilities and expenses (including reasonable attorneys' fees and disbursements and penalties, or other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of, or relating to, the Loan Documents, the extension of credit hereunder or incurred in connection with disputes between the Loan or among any parties to any the use or intended use of the Loan Documents (collectivelyLoan, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to which an Indemnified Person may incur or to which an Indemnified Person may become subject, but excluding Excluded Taxes (each, a “Loss”). The Indemnity shall not apply to the extent that any a court or arbitral tribunal of competent jurisdiction issues a final judgment that such suit, action, proceeding, claim, damage, loss, liability or expense results Loss resulted from that Indemnified Person's the gross negligence or willful misconductmisconduct of the Indemnified Person. The Indemnity is independent of and in addition to any other agreement of Borrower under any Loan Document to pay any amount to the Lenders, and any exclusion of any obligation to pay any amount under this subsection shall not affect the requirement to pay such amount under any other section hereof or under any other agreement. For the avoidance of doubt, this Section 6.11 shall not apply to Indemnified Taxes. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO THE BORROWER OR TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Borrower and each other Credit Party that is a signatory hereto shall executing this Agreement jointly and severally agree to indemnify and hold harmless each of AgentLender and its Affiliates, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or with respect to the execution, delivery, enforcement, performance and the administration of such creditof, and or in connection with or any other way arising out of or relating to, this Agreement and the other Loan Documents or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewithwith respect to any of the foregoing, including any and all product liabilities, Environmental Liabilities Liabilities, Taxes and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results Indemnified Liability is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENTCREDIT PARTY, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally Company agrees to indemnify and hold harmless each of Agent, Lenders and their respective AffiliatesLaurus, and each such Person's respective officers, directorsits respectiveaffiliates, employees, attorneys, attorneys and agents and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of or relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated hereunder and thereunder by or referred to herein or therein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted solely from that such Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. (a) Each Credit Party that is a signatory hereto shall jointly and severally Company agrees to indemnify and hold harmless each of Agent, Lenders and their respective AffiliatesInvestor, and each such Person's its respective directors, managers, officers, directorsshareholders, members, partners, affiliates, employees, attorneys, attorneys and agents and representatives (each, an "“Indemnified Person"”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys' ’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated their investment in the Shares and Warrants under this Agreement or with respect to any breach (or alleged breach) of any representation, warranty or covenant of the Company contained in this Agreement or with respect to the execution, delivery, enforcement, performance and the administration of, or in any other Loan Documents and the administration of such credit, and in connection with or way arising out of the or relating to, this Agreement or transactions contemplated hereunder and thereunder by or referred to herein and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties respect to any of the Loan Documents (collectivelyforegoing, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person except to the extent that any such suit, action, proceeding, claim, damage, loss, indemnified liability or expense results is finally determined by a court of competent jurisdiction to have resulted from that such Indemnified Person's ’s gross negligence or willful misconduct. The Company shall reimburse each Investor for amounts provided for herein on demand as such expenses are incurred. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO THE COMPANY OR TO ANY OTHER PARTY OR TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED THEIR INVESTMENT IN THE SHARES AND WARRANTS UNDER ANY LOAN DOCUMENT THIS AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER HEREUNDER. THE COMPANY SHALL NOT BE RESPONSIBLE OR THEREUNDERLIABLE TO ANY INDEMNIFIED PERSON OR TO ANY OTHER PARTY OR TO ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SPECIAL DAMAGES WHETHER OR NOT SUCH DAMAGES WERE REASONABLY FORESEEABLE.

Indemnity. (a) Each Credit Party that is a signatory hereto Agent shall jointly and severally indemnify indemnify, defend and hold harmless each of AgentRFD, Lenders the Trust, FRIMCO, SSB, the Trust's Custodian (currently, SSB) and their respective Affiliates, and each such Person's respective officers, directorsdirectors and any person who may be deemed to be a controlling person of any of them, employees, attorneys, agents free and representatives (each, an "Indemnified Person"), harmless from and against any and all suits, actions, proceedingslosses, claims, damages, losses, liabilities and expenses (including reasonable attorneys' the cost of investigating or defending such losses, claims, demands or liabilities and any court costs and attorney's fees and disbursements and other costs of investigation in connection therewith), whether joint or defenseseveral, including those incurred upon any appeal) that may be instituted or asserted against or incurred by to which any such Indemnified Person person may become subject insofar as the result such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of credit having been extendedor are based upon, suspended (i) any breach of any representation, warranty or terminated covenant made by Agent in this Agreement, or (ii) any failure by Agent to perform its obligations under this Agreement and the other Loan Documents and the administration Agreement, or (iii) any untrue statement or alleged untrue statement of such creditfact, and or any omission or alleged omission to state a fact made by Agent in connection with Agent's duties herein (including without limitation, any such statement or omission made or required to be made in a "wrapper" or other advertising literature, whether or not such literature was approved by FRIMCO), or (iv) any misfeasance or misconduct by Agent in the performance of Agent's duties and obligations hereunder. RFD shall indemnify, defend and hold Agent, its officers and directors, any persons who may be deemed to be a controlling person of any of them, free and harmless from and against any and all losses, claims, damages, liability and expenses (including the cost of investigating or defending such losses, claims, demands or liabilities and any court costs and counsel fees in connection therewith), whether joint or several, to which any such person may become subject insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any breach of any representation, warranty or covenants made by RFD in this Agreement, or (ii) any failure by RFD to perform its obligations under this Agreement, or (iii) any untrue statement, or alleged untrue statement of a material fact contained in the Trust's Registration Statement or any Fund's Prospectus or SAI, or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either the transactions contemplated hereunder and thereunder and Registration Statement or any actions Prospectus, or failures necessary to act make the statements in connection therewithany thereof not misleading; provided, including however, that RFD's agreement to indemnify such persons shall not be deemed to cover any and all Environmental Liabilities and legal costs and losses, claims, demands, liabilities or expenses arising out of any untrue statement or incurred alleged untrue statement or omission or alleged omission made in connection the Registration Statement or any Prospectus or SAI in reliance upon and in conformity with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person written information furnished to the extent that any such suitTrust, actionRFD, proceedingSSB, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDERFRIMCO by Agent specifically for use in the preparation thereof.

Indemnity. (a) Each Credit Party that is a signatory hereto Borrower shall jointly and severally indemnify and hold harmless defend Agent, each Lender and each of Agent, Lenders and their respective Affiliates, and each such Person's respective officers, directors, employeesAffiliates, attorneys, employees and agents and representatives (each, an "Indemnified Person"), from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, claimssuits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Agent or any Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto, except to the extent that any of the foregoing arises out of the willful misconduct of the party being indemnified (as determined by a court of competent jurisdiction in a final and non-appealable judgment). WITHOUT LIMITING THE FOREGOING, (i) IT IS THE INTENTION OF BORROWERS, AND BORROWERS AGREE, THAT THE INDEMNITY PROVISIONS AND EXCULPATORY PROVISIONS CONTAINED IN THIS AGREEMENT SHALL APPLY WITH RESPECT TO LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SETTLEMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, FEES AND DISBURSEMENTS OF COUNSEL), WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF ANY PARTY TO BE INDEMNIFIED, AND (ii) this indemnity shall extend to any liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, costs, expenses and expenses disbursements of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appealcounsel) that may be instituted or asserted against or incurred by any of the indemnitees described above in this Section 16.5 by any Person under any Environmental Laws or similar laws by reason of any Borrower’s or any other Person’s failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous Substances and Hazardous Waste, or other Toxic Substances. Additionally, if any taxes (excluding taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any intangibles taxes, stamp tax, recording tax or franchise tax) shall be payable by Agent, Lenders or Borrowers on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the Other Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agent and Lenders for payment of) all such Indemnified Person as the result of credit having been extendedtaxes, suspended or terminated under this Agreement including interest and the other Loan Documents and the administration of such creditpenalties thereon, and will indemnify and hold the indemnitees described above in connection with or arising out of the transactions contemplated hereunder this Section 16.5 harmless from and thereunder and any actions or failures to act against all liability in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.