Common use of Indemnity Clause in Contracts

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 8.05 hereof, and irrespective of whether or not the transactions contemplated hereby are shall be consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees the Borrowers agree to indemnify, exonerate, defend, pay, pay and hold harmless the Agent-Related PersonsBank and the officers, directors, employees, agents, consultants, auditors, affiliates and attorneys of the Lender-Related Persons, and each Participant Bank (collectively, the “Indemnitees” and individually as “Indemnitee”) ), harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, including the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigationinvestigative, administrative, administrative or judicial proceedingproceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), ) that may be is imposed on, incurred by, or asserted against such that Indemnitee, in any manner relating to or arising out of this Agreement or the Revolver Commitmentsother Loan Documents, the consummation of the transactions contemplated by this Agreement, the statements contained in the commitment letters, if any, delivered by the Bank, the Bank’s agreement to make the Loans or issue Letters of Credit hereunder, the use or intended use of the proceeds of any of the Loans, Loans or the consummation exercise of any right or remedy hereunder or under any of the transactions contemplated by this Agreementother Loan Documents, including any matter relating to error, failure or arising out of delay in the filing or recordation performance of any of the Loan Documents Bank’s obligations under this Agreement caused by natural disaster, fire, war, strike, civil unrest, error or inoperability of communication equipment or lines or any other circumstances beyond the control of the Bank or actions taken by the Bank which filing were reasonably believed by the Bank to be taken pursuant to this Agreement including, but not limited to, actions taken by the Bank to amend or recordation is done based upon information supplied cancel any funds transfer instructions or any decision by Borrower the Bank to Agent and effect or not to effect the transfer as provided in this Agreement, or any other such action taken by the Bank in good faith pursuant to its counsel responsibilities under this Agreement (the “Indemnified Liabilities”); provided, however, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any the Borrowers shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arises arising from the gross negligence negligence, bad faith or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each that or another Indemnitee will promptly notify Borrower as finally determined by a court of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundercompetent jurisdiction.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower (a) Each Seller Party severally agrees to indemnify, exonerate, defend, pay, and hold harmless indemnify the Agent-Related PersonsBuyer, the Lender-Related Persons, Controlling Party and each Participant of their respective Related Parties (collectively, the “Indemnitees” and individually as each such party being called an “Indemnitee”) from against, and against to hold each Indemnitee harmless from, any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, actionsincluding reasonable counsel fees, causes charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of actionany claim, judgmentslitigation, suitsinvestigation or proceeding relating to such Seller having made a representation or warranty herein or in any other Transaction Document that is incorrect in any respect at the time made or deemed made, whether or not any Indemnitee is a Party thereto (and regardless of whether such matter is initiated by a third Party or by any Seller Party or any of their respective Affiliates), provided that no Seller Party shall have any obligation under this subsection to any such Indemnitee if the representation or warranty alleged to be incorrect is determined by a final and unappealable decision of a court not to have been incorrect. (b) The indemnities in clause (a) of this Section shall not, as to any Indemnitee, be available to the extent that such losses, claims, costsdamages, expenses, and disbursements of any kind liabilities or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated related expenses are determined by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect by final and nonappealable judgment to Indemnified Liabilities arises have resulted primarily from the bad faith, gross negligence negligence, fraudulent actions or willful misconduct of any such Indemnitee, then Borrower ; provided that the Seller Parties shall not have any obligation with respect be obligated to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativepay, judicial, indemnify or administrative proceeding arising from any of the foregoing is brought against hold harmless any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend if such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower Indemnitee (which counsel shall be i) does not provide reasonably satisfactory prompt notice to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts Seller Parties (with a copy to cooperate in the defense Controlling Party) of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it claim for which indemnification is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.sought or

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) Each Credit Party that is a signatory hereto shall jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, severally indemnify and hold harmless the each of Agent, Co-Related PersonsCollateral Agents, Lead Arrangers, L/C Issuers, the Lender-Related PersonsLenders, and their respective Affiliates, and each Participant such Person’s respective officers, directors, employees, attorneys, agents, advisors and representatives (collectivelyeach, the an “Indemnitees” and individually as “IndemniteeIndemnified Person”) ), from and against any and all liabilitiessuits, obligationsactions, lossesproceedings, claims, damages, penaltiesactual losses, actions, causes of action, judgments, suits, claims, costs, expensesliabilities, and disbursements of any kind or nature whatsoever out-of-pocket expenses (including, the including reasonable and documented attorneys’ fees and disbursements and other reasonable documented out-of-pocket costs of counsel for investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnitees (including Indemnified Person as the allocated cost result of internal counsel) 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 investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, transactions contemplated hereunder and thereunder (including the use or intended use syndication of the proceeds of the Loans, Commitments) and any actions or the consummation of the transactions contemplated by this Agreementfailures to act in connection therewith, including any matter relating to or and all Environmental Liabilities and reasonable, out-of-pocket legal costs and expenses arising out of the filing or recordation of incurred in connection with disputes between or among any parties to any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the collectively, “Indemnified 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, actual loss, liability, or expense results from that if Indemnified Person’s (or such Indemnified Person’s Related Persons) gross negligence, bad faith, willful misconduct or material breach of any of its obligations under any Loan Document as determined in a final, non-appealable judgement of by a court of competent jurisdiction in a final and non-appealable judgment; provided, further, that no Indemnified Person will be indemnified for any such cost, expense or liability to the extent of any dispute solely among Indemnified Persons (other than any claims against Agent or Co-Collateral Agents or Lead Arrangers acting in its capacity as such) that does not involve actions or omissions of any Credit Party or any of its Affiliates; provided, further, that none of the Canadian Borrowers shall have any obligation to make any payment with respect to any of the U.S. Borrowers’ Obligations under this Agreement or any other Loan Document. In the absence of an actual or potential conflict of interest, Borrowers and their Subsidiaries will not be responsible for the fees and expenses of more than one legal counsel for all Indemnified Liabilities arises Persons and appropriate local legal counsel; provided that in the case of an actual conflict of interest, or the written opinion of counsel that a potential conflict of interest exists, Borrowers and their Subsidiaries shall be responsible for one additional counsel in each applicable jurisdiction for the affected Indemnified Persons, taken as a whole. To the extent permitted by applicable law, no party hereto shall be responsible or liable to any other Person 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; provided that nothing hereunder in this sentence shall limit any Credit Party’s indemnity and reimbursement obligations to the extent set forth herein. No Indemnified Person referred to in this clause (a) shall be liable for any damages arising from the gross negligence or willful misconduct use by unintended recipients of any such Indemniteeinformation or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (b) To induce Lenders to provide the LIBOR Rate or the BA Rate, as applicable, option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise); (ii) any Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Loan; (iii) any Borrower shall refuse to accept any borrowing of, or shall request a termination of, any borrowing of, conversion into or continuation of, LIBOR Loans after Borrower Representative has given notice requesting the same in accordance herewith; (iv) any Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower Representative has given a notice thereof in accordance herewith; or (v) an assignment of LIBOR Loans is mandated pursuant to Sections 2.14(d) or 12.2(d), then Borrower Borrowers shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of jointly and severally indemnify and hold harmless each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeLender from and against all actual losses, judicial, costs and reasonable documented out-of-pocket expenses resulting from or administrative proceeding arising from any of the foregoing is brought against (provided, that the Canadian Borrowers shall not be required to pay any Indemnitee indemnified or intended such amounts with respect to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause LIBOR Loans of the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended IndemniteeU.S. Borrowers). Each Indemnitee will use its reasonable efforts Such indemnification shall include any actual and documented out-of-pocket loss or expense (other than loss of anticipated profits), if any, arising from the reemployment of funds obtained by it or from fees payable to cooperate in terminate deposits from which such funds were obtained. For the defense purpose of any such action, writ, or proceeding. To the extent that the undertaking calculating amounts payable to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower a Lender under this Section 8.2 2.11(b), each Lender shall be deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at the (x) LIBOR Rate, with respect to LIBOR Loans denominated in Dollars and (y) BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, in an amount equal to the amount of that LIBOR Loan and having a maturity comparable to the relevant LIBOR Period; provided that each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 2.11(b). This covenant shall survive the termination of this Agreement and the discharge payment of Borrower’s the Obligations and all other obligations amounts payable hereunder. As promptly as practicable under the circumstances, each Lender shall provide Borrower Representative with its written and detailed calculation of all amounts payable pursuant to this Section 2.11(b), and such calculation shall be binding on the parties hereto absent manifest error, in which case Borrower Representative shall object in writing within ten (10) Business Days of receipt thereof, specifying the basis for such objection in detail. (c) This Section 2.11 is subject in its entirety to the provisions of Section 13.9 hereof.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower (a) Each Seller Party severally agrees to indemnify, exonerate, defend, pay, and hold harmless indemnify the Agent-Related PersonsBuyer, the Lender-Related Persons, Controlling Party and each Participant of their respective Related Parties (collectively, the “Indemnitees” and individually as each such party being called an “Indemnitee”) from against, and against to hold each Indemnitee harmless from, any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, actionsincluding reasonable counsel fees, causes charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of actionany claim, judgmentslitigation, suitsinvestigation or proceeding relating to such Seller having made a representation or warranty herein or in any other Transaction Document that is incorrect in any respect at the time made or deemed made, whether or not any Indemnitee is a Party thereto (and regardless of whether such matter is initiated by a third Party or by any Seller Party or any of their respective Affiliates), provided that no Seller Party shall have any obligation under this subsection to any such Indemnitee if the representation or warranty alleged to be incorrect is determined by a final and unappealable decision of a court not to have been incorrect. (b) The indemnities in clause (a) of this Section shall not, as to any Indemnitee, be available to the extent that such losses, claims, costsdamages, expenses, and disbursements of any kind liabilities or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated related expenses are determined by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect by final and nonappealable judgment to Indemnified Liabilities arises have resulted primarily from the bad faith, gross negligence negligence, fraudulent actions or willful misconduct of any such Indemnitee, then Borrower ; provided that the Seller Parties shall not be obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (i) does not provide reasonably prompt notice to the Seller Parties (with a copy to the Controlling Party) of any claim for which indemnification is sought or (ii) admits any liability or incurs any significant expenses after receiving actual written notice of the claim (which is sufficiently specific to give reasonable notice of the existence of the claims and the expenses of such legal proceedings), or agrees to any settlement without the prior written consent of the Seller Parties. The Seller Parties may, in their sole discretion and at their expense, control the defense of the claim including designating counsel for the Indemnitees and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim. (c) To the extent permitted by applicable law, no Party, and no Person benefitting from the indemnity provided herein, shall assert, and each Party waives and the Seller Parties shall have any no obligation with respect to, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, the Senior Loan, or the use of each event the proceeds thereof. (d) Notwithstanding any provision in this Agreement or any other Transaction Document, the Seller Parties shall have no liability to the Buyer with respect to the collectibility of which it has knowledge which may give rise to a claim any amounts under the indemnification provisions RMBS Pool, the Obligor of this Section 8.2. If any investigativeRMBS Issue, judicialthe default by any Obligor on any obligation of such Obligor with respect to the applicable RMBS Issue, or administrative proceeding arising from the failure of any of the foregoing is brought against Obligor to make any Indemnitee indemnified or intended to be indemnified payment pursuant to this Section 8.2, Borrower will resist the applicable RMBS Issue and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderRelated Instruments.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) Each Credit Party that is a signatory hereto shall jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, severally indemnify and hold harmless the each of Administrative Agent-Related Persons, Lenders, the Lender-Related PersonsL/C Issuer and their respective Affiliates, and each Participant such Person's respective officers, directors, employees, attorneys, agents and representatives (collectivelyeach, the “Indemnitees” and individually as “Indemnitee”) an "Indemnified Person"), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements of any kind or nature whatsoever out-of-pocket expenses (including, the including reasonable and documented attorneys' fees and disbursements and other costs of counsel for investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnitees (including Indemnified Person as the allocated cost result of internal counsel) 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 investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreementhereunder and thereunder and any actions or failures to act in connection therewith, including any matter relating to or and all Environmental Liabilities and reasonable out-of-pocket legal costs and expenses arising out of the filing or recordation of incurred in connection with disputes between or among any parties to any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “collectively, "Indemnified Liabilities”"); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any obligation with respect to such suit, action, proceeding, claim, damage, loss, liability or expense results from (i) that Indemnified Liabilities arises from the Person's gross negligence or willful misconduct 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 ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THEREUNDER AND ANY ACTIONS OR FAILURES TO ACT IN CONNECTION THEREWITH. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any such Indemniteeapplicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Credit Loan Document or occurs as a result of acceleration, by operation of law or otherwise), (ii) Borrower shall default in payment when due of the principal amount of any LIBOR Loan, (iii) Borrower shall refuse to accept any borrowing of, or shall request a termination of, any borrowing of, conversion into or continuation of LIBOR Loans after Borrower has given notice requesting the same in accordance herewith or (iv) Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower has given a notice thereof in accordance herewith, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of indemnify and hold harmless each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeLender from and against all losses, judicial, costs and expenses resulting from or administrative proceeding arising from any of the foregoing is brought against foregoing. Such indemnification shall include any Indemnitee indemnified or intended loss (including an amount equal to be indemnified pursuant to this Section 8.2the excess, Borrower will resist and defend such actionif any, suitof (x) the amount of interest that would have accrued on the amount so prepaid, or proceeding not so borrowed, converted or cause continued, for the same period from the date of such prepayment or of such failure to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory borrow, convert or continue to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate last day of such Interest Period (or, in the defense case of any a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such actionfailure) in each case at the applicable rate of interest for such Advances provided for herein (excluding, writhowever, or proceeding. To the extent Applicable Margin included therein, if any) over (y) the amount of interest (as reasonably determined by such Lender) that the undertaking would have accrued to indemnify, pay, and hold harmless set forth such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the preceding sentence may be unenforceable because interbank eurodollar market) or expense arising from the reemployment of funds obtained by it is violative or from fees payable to terminate deposits from which such funds were obtained. For the purpose of any law or public policy, Borrower shall make the maximum contribution calculating amounts payable to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower a Lender under this Section 8.2 1.13(b), each Lender shall be deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Loan and having a maturity comparable to the relevant LIBOR Period; provided that each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 1.13(b). This covenant shall survive the termination of this Agreement and the discharge payment of Borrower’s the Notes and all other obligations amounts payable hereunder. As promptly as practicable under the circumstances, each Lender shall provide Borrower with its written calculation of all amounts payable pursuant to this Section 1.13(b), and such calculation shall be binding on the parties hereto unless Borrower shall object in writing within ten (10) Business Days of receipt thereof, specifying the basis for such objection in detail.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) Each Credit Party that is a signatory hereto shall jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, severally indemnify and hold harmless the each of Agent, Co-Related PersonsCollateral Agents, Lead Arrangers, the Lender-Related PersonsLenders, and their respective Affiliates, and each Participant such Person’s respective officers, directors, employees, attorneys, agents, advisors and representatives (collectivelyeach, the an “Indemnitees” and individually as “IndemniteeIndemnified Person”) ), from and against any and all liabilitiessuits, obligationsactions, lossesproceedings, claims, damages, penaltiesactual losses, actions, causes of action, judgments, suits, claims, costs, expensesliabilities, and disbursements of any kind or nature whatsoever out-of-pocket expenses (including, the including reasonable and documented attorneys’ fees and disbursements and other reasonable documented out-of-pocket costs of counsel for investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnitees (including Indemnified Person as the allocated cost result of internal counsel) 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 investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreementhereunder and thereunder and any actions or failures to act in connection therewith, including any matter relating to or and all Environmental Liabilities and reasonable, out-of-pocket legal costs and expenses arising out of the filing or recordation of incurred in connection with disputes between or among any parties to any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the collectively, “Indemnified 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, actual loss, liability, or expense results from that if Indemnified Person’s (or such Indemnified Person’s Related Persons) gross negligence, bad faith, willful misconduct or material breach of any of its obligations under any Loan Document as determined in a final, non-appealable judgement of by a court of competent jurisdiction in a final and non-appealable judgment; provided, further, that no Indemnified Person will be indemnified for any such cost, expense or liability to the extent of any dispute solely among Indemnified Persons (other than any claims against Agent or any Co-Collateral Agent or any Lead Arranger acting in its capacity as such) that does not involve actions or omissions of any Credit Party or any of its Affiliates; provided, further, that none of the Canadian Borrowers shall have any obligation to make any payment with respect to any of the U.S. Borrowers’ Obligations under this Agreement or any other Loan Document. In the absence of an actual conflict of interest, or in the written opinion of counsel a potential conflict of interest, the Borrowers and their Subsidiaries will not be responsible for the fees and expenses of more than one legal counsel for all Indemnified Liabilities arises Persons and appropriate local legal counsel; provided that in the case of an actual conflict of interest, or the written opinion of counsel that a potential conflict of interest exists, Borrowers and their Subsidiaries shall be responsible for one additional counsel in each applicable jurisdiction for the affected Indemnified Parties, taken as a whole. To the extent permitted by applicable law, no party hereto shall be responsible or liable to any other Person 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; provided that nothing hereunder in this sentence shall limit any Credit Party’s indemnity and reimbursement obligations to the extent set forth herein. No Indemnified Person referred to in this clause (a) shall be liable for any damages arising from the gross negligence or willful misconduct use by unintended recipients of any such Indemniteeinformation or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (b) To induce Lenders to provide the LIBOR Rate or the BA Rate, as applicable, option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise); (ii) any Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Loan; (iii) any Borrower shall refuse to accept any borrowing of, or shall request a termination of, any borrowing of, conversion into or continuation of, LIBOR Loans after Borrower Representative has given notice requesting the same in accordance herewith; (iv) any Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower Representative has given a notice thereof in accordance herewith; or (v) an assignment of LIBOR Loans is mandated pursuant to Sections 2.14(d) or 12.2(d), then Borrower Borrowers shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of jointly and severally indemnify and hold harmless each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeLender from and against all actual losses, judicial, costs and reasonable documented out-of-pocket expenses resulting from or administrative proceeding arising from any of the foregoing is brought against (provided, that the Canadian Borrowers shall not be required to pay any Indemnitee indemnified or intended such amounts with respect to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause LIBOR Loans of the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended IndemniteeU.S. Borrowers). Each Indemnitee will use its reasonable efforts Such indemnification shall include any actual and documented out-of-pocket loss or expense (other than loss of anticipated profits), if any, arising from the reemployment of funds obtained by it or from fees payable to cooperate in terminate deposits from which such funds were obtained. For the defense purpose of any such action, writ, or proceeding. To the extent that the undertaking calculating amounts payable to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower a Lender under this Section 8.2 2.11(b), each Lender shall be deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at the (x) LIBOR Rate, with respect to LIBOR Loans denominated in Dollars and (y) BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, in an amount equal to the amount of that LIBOR Loan and having a maturity comparable to the relevant LIBOR Period; provided that each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 2.11(b). This covenant shall survive the termination of this Agreement and the discharge payment of Borrower’s the Obligations and all other obligations amounts payable hereunder. As promptly as practicable under the circumstances, each Lender shall provide Borrower Representative with its written and detailed calculation of all amounts payable pursuant to this Section 2.11(b), and such calculation shall be binding on the parties hereto absent manifest error, in which case Borrower Representative shall object in writing within ten (10) Business Days of receipt thereof, specifying the basis for such objection in detail. (c) This Section 2.11 is subject in its entirety to the provisions of Section 13.9 hereof.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) Each Credit Party that is a signatory hereto shall jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, severally indemnify and hold harmless the each of Agent-Related Persons, the Lender-Related PersonsLenders and their respective Affiliates, and each Participant such Person’s respective officers, directors, employees, attorneys, agents and representatives (collectivelyeach, the an “Indemnitees” and individually as “IndemniteeIndemnified Person”) ), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements of any kind or nature whatsoever expenses (including, the including reasonable and documented attorneys’ fees and disbursements and other costs of counsel for investigation or defense, including those incurred upon any appeal) that may be instituted or asserted by any Credit Party, any affiliate thereof or any third party against or incurred by any such Indemnitees (including Indemnified Person as the allocated cost result of internal counsel) 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 investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver CommitmentsLoan Documents, the use or intended use of the proceeds of the Loanscommitment and proposal letters related thereto, or the consummation of the transactions contemplated by this Agreementhereunder and thereunder and any actions or failures to act in connection therewith, including any matter relating to and all losses associated with Electronic Transmissions or E-Systems as well as for failures caused by a Credit Party’s equipment, software, services or otherwise used in connection therewith, and any and all Environmental Liabilities and legal costs and expenses arising out of the filing or recordation of incurred in connection with disputes between or among any parties to any of the Loan Documents which filing with respect to, or recordation is done based upon information supplied by Borrower relating to Agent the transactions under, the Loan Documents and its counsel any investigation, litigation, or proceeding related to any such matters (the collectively, “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any obligation with respect to such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Liabilities arises from the 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 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. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any such Indemniteeapplicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise); (ii) Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Loan; (iii) Borrower shall refuse to accept any borrowing of, or shall request a termination of any borrowing, conversion into or continuation of LIBOR Loans after Borrower has given notice requesting the same in accordance herewith; or (iv) Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower has given a notice thereof in accordance herewith, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of indemnify and hold harmless each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeLender from and against all losses, judicial, costs and expenses resulting from or administrative proceeding arising from any of the foregoing is brought against foregoing. Such indemnification shall include any Indemnitee indemnified loss (excluding loss of margin) or intended expense arising from the reemployment of funds obtained by it or from fees payable to be indemnified pursuant terminate deposits from which such funds were obtained. For the purpose of calculating amounts payable to a Lender under this Section 8.2subsection, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel each Lender shall be reasonably satisfactory deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the Indemnitee or intended Indemnitee). Each Indemnitee will use amount of that LIBOR Loan and having a maturity comparable to the relevant LIBOR Period; provided, that each Lender may fund each of its reasonable efforts to cooperate LIBOR Loans in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, paymanner it sees fit, and hold harmless set forth in the preceding sentence may foregoing assumption shall be unenforceable because it is violative utilized only for the calculation of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower amounts payable under this Section 8.2 subsection. This covenant shall survive the termination of this Agreement and the discharge payment of Borrower’s the Notes and all other obligations amounts payable hereunder. As promptly as practicable under the circumstances, each Lender shall provide Borrower with its written, reasonably detailed, calculation of all amounts payable pursuant to this Section 1.13(b), and such calculation shall be binding on the parties hereto unless Borrower shall object in writing within ten (10) Business Days of receipt thereof, specifying the basis for such objection in detail.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower The Corporation agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless the each U.S. Agent-Related Persons, the Lender-Related Personsand their respective directors, officers, employees and agents, and each Participant (collectivelyperson, if any, who controls any U.S. Agent within the “Indemnitees” and individually as “Indemnitee”) from and meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costsdamages and liabilities, expenses, and disbursements of any kind joint or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees several (including the allocated cost of internal counsel) in connection with any investigation, administrativelegal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or judicial proceedingany of them, whether may become subject under the U.S. Securities Act, at common law or otherwise, insofar as such Indemnitee shall be designated losses, claims, damages or liabilities arise out of or are based upon (i) any breach of a party thereto), that may be imposed on, incurred byrepresentation or warranty of the Corporation contained herein or the failure of the Corporation to comply with any of its obligations hereunder, or asserted against such Indemnitee, (ii) any untrue statement or alleged untrue statement of a material fact contained in any manner relating to or arising out of the Revolver CommitmentsU.S. Preliminary Prospectus, the use Canadian Preliminary Prospectus, the U.S. Prospectus, the Canadian Prospectus or intended use of the proceeds of the LoansU.S. Registration Statement, or any amendment or supplement thereto, or the consummation of omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the transactions contemplated statements therein not misleading, except insofar as any such untrue statement or omission or alleged untrue statement or omission was made in such U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the U.S. Prospectus, the Canadian Prospectus or U.S. Registration Statement, or such amendment or supplement, in reliance upon and in conformity, with information furnished in writing to the Corporation by this Agreement, including any matter relating to or arising out of the filing or recordation on behalf of any of U.S. Agent or Canadian Underwriter expressly for use in the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”)preparation thereof; provided, however, that if determined the foregoing indemnity against losses, claims, damages or liabilities is subject to the condition that, insofar as it relates to any untrue statement or alleged untrue statement, omission or alleged omission made in a finalthe U.S. Registration Statement, non-appealable judgement of a court of competent jurisdiction that any obligation with respect the U.S. Preliminary Prospectus and the Canadian Preliminary Prospectus but eliminated or remedied in the U.S. Prospectus and the Canadian Prospectus, such indemnity shall not inure to Indemnified Liabilities arises from the gross negligence or willful misconduct benefit of any U.S. Agent from whom the person asserting any loss, claim, damage or liability purchased the Securities which are the subject thereof (or to the benefit of any person who controls such Indemnitee, then Borrower shall not have U.S. Agent) if such U.S. Agent failed to send or give a copy of the U.S. Prospectus (or any obligation with respect amendment or supplement thereto) to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, person at or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory prior to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in time such action is required by the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderU.S. Securities Act.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) Each Loan Party that is a signatory hereto shall jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, severally indemnify and hold harmless the each of Administrative Agent-Related Persons, the Lender-Related PersonsSyndication Agent, Lenders and their respective Affiliates, and each Participant such Person's respective officers, directors, employees, attorneys, agents and representatives (collectivelyeach, the “Indemnitees” and individually as “Indemnitee”) an "Indemnified Person"), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements of any kind or nature whatsoever expenses (including, the including reasonable and documented attorneys' fees and disbursements and other costs of counsel for investigation or defense, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such Indemnitees (including Indemnified Person as the allocated cost result of internal counsel) 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 investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreementhereunder and thereunder and any actions or failures to act in connection therewith, including any matter relating to or and all Environmental Liabilities and legal costs and expenses arising out of the filing or recordation of incurred in connection with disputes between or among any parties to any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “collectively, "Indemnified Liabilities”"); provided, however, that if determined in a final, non-appealable judgement of a court of competent jurisdiction no such Loan Party shall be liable for any indemnification to an Indemnified Person to the extent that any obligation with respect to such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Liabilities arises from the Person's gross negligence or willful misconduct 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. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any such Indemniteeapplicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or is the result of acceleration, then by operation of law or otherwise); (ii) any Borrower shall not have default in payment when due of the principal amount of or interest on any obligation with respect LIBOR Loan; (iii) any Borrower shall default in making any borrowing of, conversion into or continuation of LIBOR Loans after Borrower Representative has given notice requesting the same in accordance herewith; or (iv) any Borrower shall fail to such Indemnified Liabilities. Each Indemnitee will promptly notify make any prepayment of a LIBOR Loan after Borrower of Representative has given a notice thereof in accordance herewith, Borrowers shall jointly and severally indemnify and hold harmless each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeLender from and against all losses, judicial, costs and expenses resulting from or administrative proceeding arising from any of the foregoing is brought against foregoing. Such indemnification shall include any Indemnitee indemnified loss (including loss of margin) or intended expense arising from the reemployment of funds obtained by it or from fees payable to be indemnified pursuant terminate deposits from which such funds were obtained. For the purpose of calculating amounts payable to a Lender under this Section 8.2subsection, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel each Lender shall be reasonably satisfactory deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit which bears interest at the LIBOR Rate in an amount equal to the Indemnitee or intended Indemnitee). Each Indemnitee will use amount of that LIBOR Loan and having a maturity comparable to the relevant LIBOR Period; provided, however, that each Lender may fund each of its reasonable efforts to cooperate LIBOR Loans in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, paymanner it sees fit, and hold harmless set forth in the preceding sentence may foregoing assumption shall be unenforceable because it is violative utilized only for the calculation of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower amounts payable under this Section 8.2 subsection. This covenant shall survive the termination of this Agreement and the discharge payment of Borrower’s the Notes and all other obligations amounts payable hereunder. As promptly as practicable under the circumstances, each Lender shall provide Borrower Representative with its written calculation of all amounts payable pursuant to this Section 2.15, and such calculation shall be presumed correct (absent manifest error) and shall be binding on the parties hereto unless Borrower Representative shall object in writing within thirty (30) Business Days of receipt thereof, specifying the basis for such objection in detail.

Indemnity. In addition The Company hereby agrees, subject to the payment limitations set forth in this Agreement and to applicable law: To indemnify Indemnitee to the greatest extent possible under applicable law against any liability or expense in respect of any expenses acts or omissions of Indemnitee in his capacity as a director or officer of the Company, as follows: (i) a financial obligation imposed on Indemnitee in favor of another person by a court judgment, including a compromise judgment or an arbitrator's award approved by court; (ii) reasonable litigation expenses, including attorneys' fees, expended by Indemnitee or charged to him by a court, in a proceeding instituted against him by the Company or on its behalf or by another person, or in a criminal charge from which he was acquitted or in any criminal proceeding of a crime which does not require proof of mens rea (criminal intent) in which the Indemnitee is convicted, or due to an investigation or a proceeding conducted against him by an authority authorized to conduct an investigation or a proceeding, pursuant to which no indictment was filed against him and no monetary liability was imposed on him as an alternative to a criminal proceeding, or due to an investigation or a proceeding conducted against him by an authority authorized to conduct an investigation or a proceeding, pursuant to which no indictment was filed against him but a monetary liability was imposed on him as an alternative to a criminal proceeding, for a crime which does not require a finding of mens rea (criminal intent) (collectively referred to hereinafter as a "Claim"); (iii) a payment which Indemnitee is obligated to make to an injured party as set forth in Section 8.1 hereof52(54)(a)(1)(a) of the Israeli Securities Law, 1968, as amended (the "Securities Law"), if applicable, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) expenses that Indemnitee incurs in connection with any investigationa proceeding under Chapters H'3, administrative, H'4 or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out I'1 of the Revolver CommitmentsSecurities Law, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreementif applicable, including reasonable legal expenses, which term includes attorney fees; and (iv) any matter relating to other obligation or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined expense in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim is permitted or will be permitted under the indemnification provisions of this Section 8.2. If any investigativeCompanies Law, judicial5759-1999, to indemnify an officer or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended director, subject to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under accordance with all applicable law. The obligations above indemnification will also apply to any action taken by the Indemnitee in his capacity as a director and/or officer of Borrower under this Section 8.2 shall survive any other company controlled, directly or indirectly, by the termination Company (a “Subsidiary”) or in his capacity as a director, officer or observer at board of this Agreement and directors’ meetings, of a company not controlled by the discharge of BorrowerCompany but where his appointment as a director, officer or observer results from the Company’s other obligations hereunderholdings in such company (“Affiliate”).

Indemnity. In addition As separate, independent and alternative stipulations, the Guardian unconditionally and irrevocably agrees: (a) that any part of the outstanding balance which, although expressed to be payable by the payment Cardmember to us under or in connection with the use of the Card or this Agreement, is for any reason (whether or not now existing and whether or not now known or becoming known to any party to this agreement) not recoverable from the Guardian on the basis of a guarantee shall nevertheless be recoverable from the Guardian as if he/she were the sole principal debtor and shall be paid by the Guardian to us on demand; (b) as a primary obligation to indemnify us against any loss suffered by us as a result of any expenses pursuant sum expressed to Section 8.1 hereofbe payable by the Cardmember under or in connection with the use of this Card or this Agreement not being paid by the time, on the date and irrespective otherwise in the manner specified in this Agreement or any payment obligation of the Cardmember under this Agreement being or becoming void, voidable or unenforceable for any reason (whether the transactions contemplated hereby are consummated, or not now existing and without duplication of whether or not now known or becoming known to any additional amounts paid pursuant party to Section 10.11(athis Agreement), Borrower agrees the amount of that loss being the amount expressed to indemnifybe payable by the Cardmember in respect of the relevant sum; and (c) to indemnify and keep us fully indemnified against all claims, exoneratedemands, defendaction, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligationsproceedings, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, costs and disbursements expenses of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost legal costs on an indemnity basis) incurred, suffered or sustained by us, directly or indirectly, by reason of internal counsel) or in connection with this Agreement, any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out indebtedness of the Revolver Commitments, cardmember or any amounts due and/or owing from the use cardmember to us or intended use of the proceeds of the Loansin our favour, or the consummation of the transactions contemplated by this Agreementguarantee, including any matter relating to or arising out of the filing or recordation but not limited to: (i) breach of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination provision of this Agreement or the guarantee; and/or (ii) the enforcement or protection of our rights and remedies under this Agreement or the discharge guarantee, or in obtaining or seeking to obtain payment of Borrower’s other obligations hereunderall or any part of the monies agreed to be paid under this Agreement or the guarantee; and/or (iii) any change in any law, regulation or official directive which may have an effect on this Agreement or the guarantee.

Indemnity. (a) In addition to the payment of any expenses pursuant to Section 8.1 hereof9.2, and irrespective of whether or not the transactions contemplated hereby are shall be consummated, and without duplication each Credit Party agrees to defend (subject to the applicable Indemnitee’s selection of any additional amounts paid pursuant to Section 10.11(acounsel), Borrower agrees to indemnify, exonerate, defend, pay, pay and hold harmless the Agent-Related Persons, the Lender-Related Persons, each Agent (and each Participant sub-agent thereof), Arranger, Lender and each of their respective Related Parties (collectivelyeach, the “Indemnitees” and individually as an “Indemnitee”) ), from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “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 if determined in no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities (i) to the extent such Indemnified Liabilities have been found by a final, non-appealable judgement judgment of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises have resulted from the gross negligence or willful misconduct of such Indemnitee (or its directors, officers, employees or agents to the extent acting at the direction of such Indemnitee) or from a material breach in bad faith by such Indemnitee (or its directors, officers, employees or agents to the extent acting at the direction of such Indemnitee) of its agreements hereunder or (ii) to the extent arising out of any action, claim or proceeding not involving an act or omission of Parent, any Subsidiary or any of their respective Related Parties and that is brought by an Indemnitee against another Indemnitee (other than against any Agent in its capacity as such). All amounts due under this Section 9.3 shall be payable promptly after written demand therefor (which shall include documentation reasonably supporting such request). (b) No Credit Party shall be liable for any settlement of any proceedings effected without the written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), provided that (i) if settled with Parent’s written consent or if there is a final judgment against an Indemnitee in any such Indemniteeproceedings, then Borrower each Credit Party agrees to indemnify and hold harmless each Indemnitee from and against any and all Indemnified Liabilities by reason of such settlement or judgment in accordance with Section 9.3(a) and (ii) no such consent of Parent shall be required for, and an Indemnitee shall be entitled to indemnification in accordance with Section 9.3(a) with respect to, any such settlement in the event that (A) Parent or any other Credit Party was offered the ability to assume the defense of the proceedings that were the subject matter of such settlement and elected not to so assume or (B) such settlement is entered into more than 30 days after receipt by Parent of a request by such Indemnitee for reimbursement of its legal or other expenses incurred in connection with such proceedings and the Credit Parties shall not have reimbursed such Indemnitee in accordance with such request prior to the date of such settlement. No Credit Party shall, without the prior written consent of an Indemnitee, effect any obligation with settlement of any pending or threatened proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (x) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnitee. (c) To the extent permitted by applicable law, no Credit Party shall assert, and each event Credit Party hereby waives, any claim against any Agent, Arranger or Lender or any Related Party of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is brought against based on contract, tort or any Indemnitee indemnified duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or intended to be indemnified pursuant in any way related to this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (d) Each Credit Party agrees that no Agent, Arranger or Lender or Related Party of any of the foregoing will have any liability to any Credit Party or any Person asserting claims on behalf of or in right of any Credit Party or any other Person in connection with or as a result of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except, subject to Section 8.29.3(c), Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense case of any such action, writ, or proceeding. To Credit Party to the extent that any losses, claims, damages, liabilities or expenses have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the undertaking to indemnifygross negligence or willful misconduct of such Agent, payArranger or Lender (or its directors, and hold harmless set forth officers or employees) in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The performing its obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s or any other obligations hereunderCredit Document.

Indemnity. In addition The Revolving L/C Participants agree to indemnify each Revolving Issuing Lender (or any Affiliate thereof) (to the payment of extent not reimbursed by the Parent Borrower or any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, other Loan Party and without duplication limiting the obligation of any additional amounts paid pursuant the Parent Borrower to Section 10.11(ado so as and to the extent provided herein), Borrower agrees ratably according to indemnifytheir respective Revolving Commitment Percentages in effect on the date on which indemnification is sought under this Section 3.10, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and expenses or disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with which may at any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may time be imposed on, incurred by, by or asserted against such Indemnitee, the Revolving Issuing Lenders (or any Affiliate thereof) in any manner way relating to or arising out of the Revolver Commitmentsthis Agreement, the use or intended use any of the proceeds of the Loans, other Loan Documents or the consummation of the transactions contemplated hereby or thereby or any action taken or omitted by this Agreement, including any matter relating to Revolving Issuing Lender (or arising out of the filing any Affiliate thereof) under or recordation of in connection with any of the Loan Documents which filing foregoing; provided that no Revolving L/C Participant shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or recordation is done based upon information supplied by Borrower disbursements to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises extent arising from the gross negligence or willful misconduct of such Revolving Issuing Lender (or any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended IndemniteeAffiliate thereof). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under to indemnify each Revolving Issuing Lender (or any Affiliate thereof) shall be ratable among the applicable Revolving L/C Participants in accordance with their Revolving Commitment Percentages. The agreements in this Section 8.2 3.10 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderRevolving Commitments.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, Each Loan Party that is a signatory hereto shall jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, severally indemnify and hold harmless each of the Administrative Agent-Related Persons, the Lender-Related PersonsLenders and their respective Affiliates, and each Participant such Person’s respective officers, directors, employees, attorneys, agents and representatives (collectivelyeach, the an “Indemnitees” and individually as “IndemniteeIndemnified Person”) ), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements of any kind or nature whatsoever expenses (including, the including reasonable and documented attorneys’ fees and disbursements and other costs of counsel for investigation or defense, including those incurred upon any appeal) that may be instituted or asserted by any third party or by any Loan Party against or incurred by any such Indemnitees (including Indemnified Person as the allocated cost result of internal counsel) 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 investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreementhereunder and thereunder and any actions or failures to act in connection therewith, including any matter relating to or and all Environmental Liabilities and legal costs and expenses arising out of the filing or recordation of incurred in connection with disputes between or among any parties to any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the collectively, “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction no such Loan Party shall be liable for any indemnification to an Indemnified Person to the extent that any obligation with respect to such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Liabilities arises from the Person’s gross negligence or willful misconduct as finally determined by a court of any such Indemniteecompetent jurisdiction. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeANY SUCCESSOR, judicialASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2FOR INDIRECT, Borrower will resist and defend such actionPUNITIVE, suitEXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderSUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. In addition to consideration of the payment execution and delivery of any expenses pursuant to Section 8.1 hereofthis Agreement by each Advisor, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to Recipient shall indemnify, exonerate, defend, pay, exonerate and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant member of such Advisor’s Group (collectively, with respect to any Advisor, the “Indemnitees” ”), each of whom is an intended third party beneficiary of this Agreement and individually as “Indemnitee”) may specifically enforce the Recipient’s obligations hereunder (including but not limited to the obligations specified in this Section 8), free and harmless from and against any and all liabilitiesLoss arising from any Claim (collectively, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined incurred by the Indemnitees or any of them as a result of, arising out of, or in a finalany way relating to the execution, non-appealable judgement delivery, performance, enforcement or existence of a court of competent jurisdiction that this Agreement or the Management Services contemplated hereby, except for any obligation with respect to such Indemnified Liabilities arises arising from the such Indemnitee’s gross negligence or willful misconduct of any such Indemniteemisconduct, then Borrower shall not have any obligation with respect and if and to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the foregoing undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unavailable or unenforceable because it is violative of for any law or public policyreason, Borrower shall the Recipient hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For purposes of this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Recipient, then such payments shall be promptly repaid by such Indemnitee to the Recipient. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Recipient hereby agrees that the Recipient is the indemnitor of first resort (i.e., its obligations of Borrower to Indemnitees under this Section 8.2 Agreement are primary and any obligation of the relevant Advisor (or any Affiliate thereof) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitees are secondary), and if the relevant Advisor (or any Affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any director or officer of the Recipient, then (i) such Advisor (or such Affiliate, as the case may be) shall survive be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the termination Recipient shall reimburse such Advisor (or such Affiliate, as the case may be) for the payments actually made and waives any right of this Agreement subrogation, reimbursement, exoneration, contribution or indemnification and the discharge any right to participate in any Claim or remedy of Borrower’s any Indemnitee against any Indemnitee, whether such Claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other obligations hereunderproperty or by set-off or in any other manner, any payment or security or other credit support on account of such Claim, remedy or right.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) The Borrower shall indemnify each Credit Party and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, payeach Related Party thereof (each such Person being called an “Indemnified Person”) against, and hold each Indemnified Person harmless the Agent-Related Personsfrom, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, causes of action, judgments, suits, claims, costs, liabilities and related expenses, including the reasonable fees, charges and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed onIndemnified Person, incurred by, by or asserted against such Indemniteeany Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any manner relating to Loan Document or arising out of the Revolver Commitmentsany agreement or instrument contemplated thereby, the use or intended use performance by the parties to the Loan Documents of the proceeds of the Loans, their respective obligations thereunder or the consummation of the transactions contemplated by this Agreementhereby or any other transactions contemplated thereby, including (ii) any matter relating to Loan or arising out Letter of Credit or the use of the filing proceeds thereof, (iii) any actual or recordation alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Loan Documents which filing Subsidiaries, or recordation any Environmental Liability related in any way to the Borrower or any of the 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 and regardless of whether any Indemnified Person is done based upon information supplied a party thereto, provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect by final and nonappealable judgment to Indemnified Liabilities arises have resulted primarily from the gross negligence or willful misconduct of any such IndemniteeIndemnified Person. Notwithstanding the above, then the Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim no liability under the indemnification provisions clause (i) of this Section 8.2. If 11.10 to indemnify or hold harmless any investigativeIndemnified Person for any losses, judicialclaims, damages, liabilities and related expenses relating to income or administrative proceeding arising from withholding taxes or any tax in lieu of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower taxes. (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. b) To the extent that the undertaking Borrower fails to indemnifypromptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of this Section 11.10, payeach Lender severally agrees to pay to the Administrative Agent an amount equal to the product of such unpaid amount multiplied by (i) at any time when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the last day on which Commitments did exist, and hold harmless set forth in (ii) at any time when Loans are outstanding (x) if the preceding sentence may be unenforceable because it is violative of any law Commitments then exist, its Commitment Percentage or public policy(y) if the Commitments have been terminated or otherwise no longer exist, Borrower shall make the maximum contribution percentage equal to the payment fraction, (A) the numerator of which is the sum of such Lender’s Credit Exposure and satisfaction (B) the denominator of each which is the sum of the Indemnified Liabilities Aggregate Credit Exposure (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment is permissible under applicable law. sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent in its capacity as such. (c) The obligations of the Borrower and the Lenders under this Section 8.2 11.10 shall survive the termination of this Agreement the Commitments and the discharge payment of Borrower’s the Loans and the Notes and all other obligations hereunderamounts payable under the Loan Documents. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct and actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or other document contemplated thereby, the transactions contemplated hereby or any Loan or any Letter of Credit or the use of the proceeds thereof.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated Seller hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnifyindemnify Purchaser, exoneratePurchaser’s designee, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, Purchaser’s Affiliates and each Participant of its officers, directors, employees and agents (collectively, the “Indemnitees” and individually as “IndemniteeIndemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the allocated cost of internal counsel) Purchased Assets, Purchased Items or Collateral or in connection with any investigationof the transactions contemplated by this Agreement and the documents delivered in connection herewith, administrativeother than income, withholding or judicial proceeding, whether such Indemnitee shall be designated a party theretoother taxes imposed upon Purchaser), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on, incurred by, on or asserted against such Indemnitee, any Indemnified Party in any manner way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement or any Transactions hereunder, the other Transaction Documents, an Event of Default with respect to Seller or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence illegal acts, fraud or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Purchaser harmless from and indemnify Purchaser against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of the Revolver Commitmentsany violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the use Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than Purchaser’s gross negligence or intended use willful misconduct. In any suit, proceeding or action brought by Purchaser in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Purchaser harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the proceeds account debtor or obligor thereunder, arising out of the Loans, or the consummation a breach by Seller of the transactions contemplated by this Agreement, including any matter relating to obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Purchaser as and when billed by Purchaser for all Purchaser’s reasonable costs and out-of-pocket expenses incurred in connection with Purchaser’s due diligence reviews with respect to the filing Purchased Assets (including, without limitation, those incurred pursuant to Article 26 and in connection with the approving the Eligible Assets (including, without limitation, all due diligence expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or recordation the preservation of Purchaser’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. If an Indemnified Party claims indemnification under this Agreement, the Indemnified Party shall promptly notify Seller of such indemnification claim. After notice by any Indemnified Party, Seller shall defend such Indemnified Party against such indemnification claim (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals approved, in writing, by the Indemnified Party, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, any Indemnified Party may, in its sole discretion and at the expense of Seller, engage its own attorneys and other professionals to defend or assist it if such Indemnified Party determines that the defense as conducted by Seller is not proceeding or being diligently conducted in a commercially reasonable manner or that a conflict of interest exists between any of the Loan Documents which filing or recordation is done based upon information supplied parties represented by Borrower to Agent and its Seller’s counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, action or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. In addition (1) Without prejudice to the payment other rights or remedies of the Dealers, each of the Issuer, PT and PTC jointly and severally undertakes with each Dealer that if that Dealer or any expenses pursuant Relevant Party relating to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of that Dealer suffers any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claimsliabilities, costs, expenses, and disbursements of any kind expenses or nature whatsoever demands (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees without limitation, legal fees) (including the allocated cost of internal counseltogether a “Loss”) arising out of, in connection with or based on: (a) any investigationfailure by the Issuer to issue on the agreed Issue Date any Notes which a Dealer has agreed to purchase (unless such failure is as a result of the failure by the relevant Dealer to pay the aggregate purchase price for such Notes); or (b) any actual or alleged breach of the representations, administrativewarranties and undertakings contained in, or judicial proceedingmade or deemed to be made by the Issuer and/or PT and/or PTC under this Agreement; or (c) any untrue or misleading (or allegedly untrue or misleading) statement in, or any omission (or alleged omission) from, the Offering Circular in any case which is material in the context of the Programme and/or the issue and offering of Notes; or (d) any untrue or misleading (or allegedly untrue or misleading) statement in any additional written information provided by the Issuer and/or PT and/or PTC to the Dealers under clause 7 below, the Issuer or, as the case may be, PT and/or PTC shall pay to that Dealer on demand an amount equal to such Loss provided that the Issuer and/or PT and/or PTC shall only have a liability to a Dealer under clause 6(1)(b) above in relation to any alleged breach, allegedly untrue or misleading statement or alleged omission where the allegation is made against such Dealer or Relevant Party by a third party. No Dealer shall have any duty or obligation, whether as fiduciary or trustee for any Relevant Party or otherwise, to recover any such Indemnitee payment or to account to any other person for any amounts paid to it under this clause 6(1). (2) In case any action shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified Dealer or intended Relevant Party in respect of which recovery may be sought from the Issuer and/or PT and/or PTC, as the case may be, under this clause 6, the relevant Dealer shall promptly notify the Issuer and/or PT and/or PTC, as the case may be, in writing and shall employ such legal advisers as may be agreed between such Dealer and the Issuer and/or PT and/or PTC, as the case may be, or, in default of agreement, as the Dealer may select. Neither the Issuer, PT nor PTC shall be liable in respect of any settlement of any action effected without its consent, such consent not to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, unreasonably withheld or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderdelayed.

Indemnity. In addition 7.2.1 Each Seller hereby agrees to the payment of any expenses pursuant to Section 8.1 hereofseverally, and irrespective of whether the transactions contemplated hereby are consummatednot jointly, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless the Agent-Related PersonsPurchaser and the Chairman and their respective affiliates and their respective and their affiliates’ respective officers, the Lender-Related Personsdirectors, employees, agents, representatives and each Participant attorneys (collectively, the “Indemnitees” and individually as Seller Indemnified Persons”, each a “IndemniteeSeller Indemnified Person”) from and against any and all liabilities, obligationsdamages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costsdemands, expenses, liabilities and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees expenses (including the allocated cost of internal counsel) reasonable legal or other expenses incurred by each such indemnified person in connection with defending or investigating any investigationsuch claims or liabilities, administrativewhether or not resulting in any liability to such indemnified person or whether incurred by such indemnified person in any action or proceeding between the indemnifying person and such indemnified person or between such indemnified person and any third party) (collectively, “Losses”) incurred or suffered by each Seller Indemnified Person, insofar as such Losses arise out of or are based upon any breach by such Seller of any representation and warranty made by such Seller contained in this Agreement or any breach or non-fulfillment of any covenant or obligation to be performed by such Seller under this Agreement. 7.2.2 Each of the Purchaser and the Chairman hereby agrees to jointly and severally, indemnify and hold harmless the Sellers and their respective affiliates and their respective and their affiliates’ respective officers, directors, employees, agents, representatives and attorneys (the “Purchaser and Chairman Indemnified Persons”, and each a “Purchaser and Chairman Indemnified Person”) against any and all Losses incurred or suffered by each Purchaser and Chairman Indemnified Person, insofar as such Losses arise out of or are based upon any breach by the Purchaser or the Chairman, as the case may be, of any representation and warranty made by the Purchaser or the Chairman, as the case may be, or judicial proceedingcontained in this Agreement or any breach or non-fulfillment of any covenant or obligation to be performed by the Purchaser or the Chairman, whether such Indemnitee shall be designated a party thereto)as the case may be, under this Agreement. 7.2.3 Notwithstanding anything contained herein to the contrary, (a) the maximum aggregate amount of Losses that may be imposed onrecovered from each Seller for indemnification under this Agreement shall not exceed an amount equal to 100% of the portion of the total Purchase Price received by it, incurred by, or asserted against such Indemniteeand (b) the maximum aggregate amount of Losses that may be recovered from the Purchaser and the Chairman for indemnification under this Agreement shall not exceed 100% of the total Purchase Price. 7.2.4 Notwithstanding anything contained herein to the contrary, in no event shall any manner relating Party be liable to any other Party, any Seller Indemnified Person or arising out any Purchaser and Chairman Indemnified Person, as the case may be, for indemnification under this Agreement for any punitive damages (including charges, fines or assessments imposed by any governmental authorities or regulatory bodies) or any Losses unless and to the extent such Losses are reasonably foreseeable at the date of this Agreement or at the time of the Revolver Commitments, the use relevant breach or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction fulfillment. 7.2.5 The Parties acknowledge and agree that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification pursuant to the provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any 7 shall be the sole and exclusive remedies of the foregoing is brought against Purchaser and Chairman Indemnified Persons and the Seller Indemnified Persons for any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended breach by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each Party of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of representations and warranties made by such Party contained in this Agreement and the discharge of Borrower’s other obligations hereunderfor any failure by any Party to perform any covenant or obligation to be performed by such Party under this Agreement.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated The BORROWER hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, reimburse and hold harmless the Agent-Related Persons, the Lender-Related PersonsBANK and each of its affiliates, and each Participant all the directors, officers, employees, agents, legal counsel and advisors of the BANK (collectivelyeach, the “Indemnitees” and individually as “Indemnitee”an "INDEMNIFIED PARTY") from and against any and all liabilitiesclaims, obligationsactions, proceedings, suits, damages, losses, damagesliabilities, penalties, actions, causes of action, judgments, suits, claims, costs, costs and expenses, and disbursements of any kind or nature whatsoever (including, including the reasonable and documented fees and disbursements out-of-pocket expenses of one firm of counsel for all such INDEMNIFIED PARTIES, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such INDEMNIFIED PARTIES, taken as a whole (and, in the case of an actual or perceived conflict of interest where the INDEMNIFIED PARTY affected by such conflict informs the BORROWER of such conflict and thereafter retains its own counsel, of another firm of counsel for such Indemnitees affected INDEMNIFIED PARTY and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (including the allocated cost which may include a single firm of internal counselspecial counsel acting in multiple jurisdictions) in connection with any investigation, administrative, or judicial proceeding, whether for such Indemnitee shall be designated a party theretoaffected INDEMNIFIED PARTY), that which may be imposed on, incurred by, by or asserted against such Indemniteeany INDEMNIFIED PARTY in connection with, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loansof, or the consummation of the transactions relating to any transaction or proposed transaction (whether or not consummated), contemplated by this Agreement, including AGREEMENT or any matter relating to or arising out of the filing or recordation of LOAN DOCUMENT (other than any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”TAXES); providedprovided that such indemnity shall not, as to any INDEMNIFIED PARTY, be available to the extent that if such claim, action, proceeding, suit, damage, loss, liability, cost or expense (a) is determined in a final, non-appealable judgement of by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence, bad faith or wilful misconduct of such INDEMNIFIED PARTY or (ii) a claim brought by the BORROWER against such INDEMNIFIED PARTY for material breach in bad faith of such INDEMNIFIED PARTY'S obligations hereunder or (b) results from a proceeding that does not involve an act by the BORROWER or any obligation of its AFFILIATES and that is brought by an INDEMNIFIED PARTY against any other INDEMNIFIED PARTY. This SECTION 8.01 shall not apply with respect to Indemnified Liabilities arises from the gross negligence taxes other than any taxes that represent losses, claims or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding damages arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundernon-tax claim.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether Whether or not the transactions contemplated hereby are shall be consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a)the Company shall pay, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant Bank and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (collectivelyeach, the “Indemnitees” and individually as “Indemnitee”an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expensescharges, and expenses or disbursements (including Attorney Costs) of any kind or nature whatsoever (includingwhich may be incurred by or asserted against any such Indemnified Person arising out of relating to the execution, delivery, enforcement, performance or administration of this Agreement or any other Loan Documents, or the reasonable transactions contemplated hereby and documented fees thereby, and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with respect to any investigation, administrative, litigation or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, proceeding related to this Agreement or asserted against such Indemnitee, in any manner relating to the Loans or arising out of the Revolver Commitments, the use or intended use of the proceeds of thereof, whether or not any Indemnified Person is a party thereto (all the Loansforegoing, or collectively, the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “"Indemnified Liabilities”"); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that the Company shall have no obligation hereunder to any obligation Indemnified Person with respect to Indemnified Liabilities arises arising solely from the gross negligence or willful misconduct of such Indemnified Person. The obligations in this Section 10.5 shall survive payment or satisfaction of all other Obligations. At the election of any Indemnified Person, the Company shall defend such Indemnitee, then Borrower shall not have any obligation with respect Indemnified Person using legal counsel satisfactory to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under Person in such Person's sole discretion, at the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any sole cost and expense of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee)Company. Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower All amounts owing under this Section 8.2 10.5 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.be paid within thirty (30) days after demand. 10.6

Indemnity. In addition to The representations, warranties and covenants made by the payment Subscriber herein shall survive the acceptance by the Company of any expenses pursuant to his/her/its Subscription. The Subscriber acknowledges that he/she/it understands the meaning and legal consequences of the representations and warranties contained in Section 8.1 hereof7, and irrespective of whether the transactions contemplated Subscriber hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless the AgentCompany and its respective officers, directors, managing and non-Related Personsmanaging members, the Lender-Related Personsemployees and agents and affiliates, and each Participant other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Indemnitees” and individually as “Indemnitee”) ), from and against any and all liabilitieslosses, obligationsclaims, lossesdemands, damages, penalties, actions, causes of action, judgments, suitsliabilities and expenses (including costs and including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty, or breach, or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the Indemnitees in connection with this Offering) incurred by each such person and/or entity in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such Indemnitee may become subject under the Securities Act, under any statutes, at common law, foreign law or otherwise, insofar as such losses, claims, costsdemands, liabilities and/or expenses: (a) arise out of or are based upon any untrue statement of a fact made by the Subscriber and contained in this Agreement, and disbursements or (b) arise out of or are based upon any breach by Subscriber of any kind or nature whatsoever (includingrepresentation, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrativewarranty, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred byagreement made by Subscriber contained herein or in the Investor Questionnaire, or asserted against such Indemnitee, in any manner relating to or arising (c) arise out of the Revolver Commitmentssale/transfer of Units, the use or intended use of the proceeds of the LoansSecurities Act, or the consummation of the transactions contemplated by this Agreementany other applicable state, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicialfederal, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable foreign securities law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Opening Night Enterprises/Subscription Agreement and the discharge of Borrower’s other obligations hereunder.& Investor Questionnaire/(2019/20) 11

Indemnity. (a) In the event that an Indemnitee becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person (including whether brought by a third party or any Credit Party or any of its affiliates) relating to or arising out of any Indemnified Liabilities and whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees that within thirty (30) days of demand therefor it will pay such Indemnitee for its actual and reasonable and documented out of pocket expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) In addition to the payment of any expenses pursuant to Section 8.1 hereof10.2 and any other provision of the Credit Documents, and irrespective of whether or not the transactions contemplated hereby are shall be consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower each Credit Party agrees to defend, indemnify, exonerate, defend, pay, pay and hold harmless the Agent-Related Personsharmless, the Lender-Related Personseach Indemnitee, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that no Credit Party shall have any obligation to any Indemnitee under this Section 10.3(b) with respect to any Indemnified Liabilities arises to the extent such Indemnified Liabilities (x) arise directly from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation in each case as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to any Lender only, result from a claim brought by any Credit Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Credit Document, if such Credit Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) with respect to any Lender only, arise out of any investigation, litigation or proceeding that does not involve an act or omission by the indemnification provisions Company or any of this Section 8.2. If any investigativeits Affiliates and arises solely from a dispute among Indemnitees (except when and to the extent that one of the parties to such dispute was acting in its capacity as an agent, judicialarranger, bookrunner, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified other agent or intended to be indemnified pursuant to this Section 8.2similar capacity and, Borrower will resist in such case, excepting only such party and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemniteeits Affiliates). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking undertakings to defend, indemnify, pay, pay and hold harmless set forth in the preceding sentence this Section 10.3 may be unenforceable in whole or in part because it is they are violative of any law or public policy, Borrower the applicable Credit Party shall make contribute the maximum contribution 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. (c) To the fullest extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee on any theory of liability, for special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referenced to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the Indemnified Liabilities proceeds thereof or any act or omission or event occurring in connection therewith, and the Company hereby waives, releases and agrees not to sue upon any such claim or such damages whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee shall be liable for any 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 Credit Documents (including the Platform) or the transactions contemplated hereby or thereby, except to the extent such damages arise directly from gross negligence or willful misconduct of such Indemnitee, in each case as determined by a final non-appealable judgment of a court of competent jurisdiction provided, however, that is permissible under applicable law. The obligations in no event shall any Indemnitee have any liability to any Person for special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages). (d) Each Credit Party also agrees that no Indemnitee will have any liability to any Credit Party or any person asserting claims on behalf of Borrower under this Section 8.2 shall survive the termination or in right of any Credit Party or any other Person in connection with or as a result of this Agreement and or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the discharge transactions contemplated hereby or thereby, any Loan or the use of Borrowerthe proceeds thereof, or any act or omission or event occurring in connection therewith, in each case, except in the case of any Credit Party to the extent that any losses, claims, damages, liabilities or expenses incurred by such Credit Party have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Lender in performing its funding obligations under this Agreement; provided, however, that in no event will any such Lender or any Agent have any liability for any indirect, incidental, consequential, special or punitive damages in connection with or as a result of such Lender’s or Agent’s, or their respective Affiliates’, Directors’, employees’, attorneys’, agents’ or sub-agents’ activities arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referenced to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith. (e) Notwithstanding anything to the contrary in this Agreement or any Credit Document, this Section 10.3 shall not apply with respect to Taxes payable by a Lender other obligations hereunderthan any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. EACH U.S. DOMICILED OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. EACH FOREIGN DOMICILED OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In addition no event shall any Obligor have any obligation to indemnify or hold harmless an Indemnitee with respect to a Claim to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant extent (collectively, the “Indemnitees” and individually as “Indemnitee”x) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of judgment by a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises have resulted from the bad faith, gross negligence or willful misconduct of any such Indemnitee, then (y) resulting from a claim brought by Borrowers or any other Obligor against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) resulting from claims among Indemnitees not involving an act or omission by Obligors or their Subsidiaries or Affiliates and other than any such losses, claims, costs, expenses, damages or liabilities against any Indemnitee solely in its capacity or in fulfilling its role as Agent, an arranger, or similar role. This Section shall not have any obligation apply with respect to such Indemnified LiabilitiesTaxes other than any Taxes that represent losses, claims, damages, etc. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundernon-Tax claim.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) Each Credit Party that is a signatory hereto shall jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, severally indemnify and hold harmless the each of Agent-Related Persons, the Lender-Related PersonsLenders and their respective Affiliates, and each Participant such Person's respective officers, directors, employees, attorneys, agents and representatives (collectivelyeach, the “Indemnitees” and individually as “Indemnitee”) an "Indemnified Person"), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements of any kind or nature whatsoever expenses (including, the including reasonable and documented attorneys' fees and disbursements and other costs of counsel for 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 Indemnitees (including Indemnified Person as the allocated cost result of internal counsel) 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 investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreementhereunder and thereunder and any actions or failures to act in connection therewith, including any matter relating to or and all Environmental Liabilities and legal costs and expenses arising out of the filing or recordation of incurred in connection with disputes between or among any parties to any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “collectively, "Indemnified Liabilities”"); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any obligation with respect to such suit, action, proceeding, claim, damage, loss, liability or expense results from (i) that Indemnified Liabilities arises from the Person's gross negligence or willful misconduct 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. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any such Indemniteeapplicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise); (ii) Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Loan; (iii) Borrower shall refuse to accept any borrowing of, or shall request a termination of, any borrowing of, conversion into or continuation of, LIBOR Loans after Borrower has given notice requesting the same in accordance herewith; or (iv) Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower has given a notice thereof in accordance herewith, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of indemnify and hold harmless each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeLender from and against all losses, judicial, costs and expenses resulting from or administrative proceeding arising from any of the foregoing. Such indemnification shall include any loss (excluding loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained. For the purpose of calculating amounts payable to a Lender under this Section 1.13(b), each Lender shall be deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Loan and having a maturity comparable to the relevant LIBOR Period; provided, that each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing is brought against any Indemnitee indemnified or intended to assumption shall be indemnified utilized only for the calculation of amounts payable under this subsection. As promptly as practicable under the circumstances, each Lender shall provide Borrower with its written calculation of all amounts payable pursuant to this Section 8.21.13(b), Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel calculation shall be reasonably satisfactory to binding on the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, parties hereto unless Borrower shall make object in writing within ten (10) Business Days of receipt thereof, specifying the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderbasis for such objection in detail.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower (a) ACIM agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless the Agent-Related PersonsCompany and its officers, the Lender-Related Personsdirectors, employees, agents, affiliates and each Participant person, if any, who controls the Company within the meaning of the Securities Act of 1933 (collectively, the “Indemnitees” and individually as “Indemnitee”"Indemnified Parties" for purposes of this Section 11(a)) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, damages or liabilities (including amounts paid in settlement thereof) or litigation expenses (including legal and disbursements other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject, insofar as such Losses (i) result from a breach by ACIM of a material provision of this Agreement or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any kind material fact contained in any registration statement or nature whatsoever (includingprospectus prepared by ACIM or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ACIM will reimburse any legal or other expenses reasonably incurred by the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) Indemnified Parties in connection with investigating or defending any investigation, administrative, such Losses. ACIM shall not be liable for indemnification hereunder if such Losses are attributable to (i) the negligence or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out misconduct of the Revolver Commitments, the use Company in performing its obligations under this Agreement or intended use of the proceeds of the Loans, (ii) a statement made in a Fund registration statement or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based prospectus in reliance upon information supplied by Borrower the Company for such purpose. (b) The Company agrees to Agent indemnify and its counsel hold harmless ACIM and the Issuer, and their respective officers, directors, employees, agents, affiliates and each person, if any, who controls Issuer or ACIM within the meaning of the Securities Act of 1933 (collectively, the “"Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions Parties" for purposes of this Section 8.2. If 11(b)) against any investigativeLosses to which the Indemnified Parties may become subject, judicialinsofar as such Losses (i) result from a breach by the Company of a material provision of this Agreement or the use by any person of the Remote Computer Terminals, or administrative proceeding arising (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement or prospectus prepared by or on behalf of the Company or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company will reimburse any legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating or defending any such Losses. The Company shall not be liable for indemnification hereunder if such Losses are attributable to (i) the negligence or misconduct of ACIM or the Issuer in performing their obligations under this Agreement or (ii) a statement made in a registration statement or prospectus of the Separate Accounts in reliance upon information supplied by ACIM or Issuer for such purpose. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any of the foregoing liability which it may have to any indemnified party otherwise than under this Section 11. In case any such action is brought against any Indemnitee indemnified or intended party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish to, assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified pursuant to party under this Section 8.2, Borrower will resist and defend 11 for any legal or other expenses subsequently incurred by such action, suit, or proceeding or cause indemnified party in connection with the same to be resisted and defended by counsel designated by Borrower defense thereof other than reasonable costs of investigation. (which counsel shall be reasonably satisfactory to d) If the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in indemnifying party assumes the defense of any such action, writthe indemnifying party shall not, without the prior written consent of the indemnified parties in such action, settle or compromise the liability of the indemnified parties in such action, or proceeding. To permit a default or consent to the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative entry of any law judgment in respect thereof, unless in connection with such settlement, compromise or public policyconsent, Borrower shall make the maximum contribution to the payment and satisfaction each indemnified party receives from such claimant an unconditional release from all liability in respect of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundersuch claim.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether Whether or not the transactions contemplated hereby are consummated, the Parent, PLIC and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, PXP shall indemnify and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (collectivelyeach, the “Indemnitees” and individually as “Indemnitee”an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expensescharges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees which may at any time (including at any time following repayment of the allocated cost Loans and the termination, resignation or replacement of internal counselthe Administrative Agent or replacement of any Bank) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against any such Indemnitee, Person in any manner way relating to or arising out of the Revolver Commitments, the use this Agreement or intended use of the proceeds of the Loansany document contemplated by or referred to herein, or the consummation transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the transactions contemplated by this Agreementforegoing, including with respect to any matter relating investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the filing Loans or recordation of any the use of the Loan Documents which filing proceeds thereof, whether or recordation not any Indemnified Person is done based upon information supplied by Borrower to Agent and its counsel a party thereto (all the “foregoing, collectively, the "Indemnified Liabilities”"); provided, that if determined in a finalthe Parent, non-appealable judgement of a court of competent jurisdiction that PLIC and PXP shall have no obligation hereunder to any obligation Indemnified Person with respect to Indemnified Liabilities arises resulting solely from the gross negligence or willful misconduct of such Indemnified Person; and provided, further, that the Indemnified Persons shall, at the request of the Parent, PLIC and PXP only use one counsel among them unless any such Indemnitee, then Borrower shall not have Indemnified Person determines in its sole discretion that its interests may differ from any obligation with respect to such other Indemnified LiabilitiesPerson. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of The agreements in this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination payment of this Agreement and the discharge of Borrower’s all other obligations hereunderObligations.

Indemnity. In addition to The Company shall indemnify the payment of any expenses pursuant to Section 8.1 hereof, Administrative Agent and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the each Lender-Related Persons, and each Participant Related Party of any of the foregoing Persons (collectively, the “Indemnitees” and individually as each such Person being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, any and all losses, liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, out-of-pocket costs or expenses, including the reasonable fees, charges and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees any Indemnitee, incurred by or asserted against any Indemnitee (including the allocated cost of internal counselwhether by a third party or by any Borrower) arising out of, in connection with or as a result of (i) any investigationtransaction or proposed transaction (whether or not consummated) in which any proceeds of any Borrowing or purchase of B/As hereunder are applied or proposed to be applied, administrativedirectly or indirectly, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in by any manner relating to or arising out of the Revolver CommitmentsBorrowers or their Subsidiaries, (ii) any Loan or B/A Drawing or the use or intended use of the proceeds of therefrom or (iii) the Loansexecution, delivery or the consummation of the transactions contemplated performance by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Borrowers and their Subsidiaries of the Loan Documents which filing Documents, or recordation is done based upon information supplied any actions or omissions of a Borrower or any of its Subsidiaries in connection therewith; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, liabilities, costs or expenses (x) shall be found by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement judgment of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any Borrowing Subsidiary against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, then Borrower if the Company or such Borrowing Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction to the effect that such a material breach in bad faith has occurred. Without limiting the provisions of Section 2.16(c), this Section 10.03(c) shall not have any obligation apply with respect to such Indemnified LiabilitiesTaxes other than any Taxes that represent losses, claims, damages, etc. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundernon-Tax claim.

Indemnity. (a) In addition to the payment of any expenses pursuant to Section 8.1 hereof10.2, and irrespective of whether or not the transactions contemplated hereby are shall be consummated, and without duplication each Credit Party agrees to defend (subject to the applicable Indemnitee’s selection of any additional amounts paid pursuant to Section 10.11(acounsel), Borrower agrees to indemnify, exonerate, defend, pay, pay and hold harmless the Agenteach Agent (and each sub-Related Personsagent thereof), the Lender-Related PersonsArranger, each Lender and each Participant Issuing Bank and each of their respective Related Parties (collectivelyeach, the “Indemnitees” and individually as an “Indemnitee”) ), from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “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 if determined in no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) have been found by a final, non-appealable judgement judgment of a court of competent jurisdiction to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or (B) a material breach of the express obligations of such Indemnitee or its Related Parties under the Credit Documents (provided, that any obligation with respect to Indemnified Liabilities arises from arising out of claims, demands, suits, actions, investigations, or proceedings commenced or threatened by a Credit Party that are relating to any Letter of Credit, this clause (B) shall only apply to a material breach of the gross negligence express obligations of such Indemnitee or willful misconduct its Related Parties under the provisions of any such Indemnitee, then Borrower shall not have any obligation Section 2.4 with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower Letter of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicialCredit), or administrative (ii) arise out of or in connection with any action, claim or proceeding arising from not involving any Credit Party or the equityholders or Affiliates of any Credit Party (or the foregoing Related Parties of any Credit Party) that is brought by an Indemnitee against another Indemnitee (other than against any Indemnitee indemnified Agent or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, the Arranger (or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense any holder of any such action, writ, other title or proceedingrole) in its capacity as such). To the extent that the undertaking undertakings to defend, indemnify, pay, pay and hold harmless set forth in the preceding sentence this Section 10.3 may be unenforceable in whole or in part because it is they are violative of any law or public policy, Borrower the applicable Credit Party shall make contribute the maximum contribution 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 of them. (b) To the extent permitted by applicable law, (i) no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Agent, the Arranger, any Lender, any Issuing Bank or any Related Party of any of the Indemnified Liabilities foregoing and (ii) no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against any Credit Party or any Related Party of any Credit Party, in each case, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or any duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Indemnitee and each Credit Party hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that is permissible under applicable law. The nothing in this Section 10.3(b) shall diminish obligations of Borrower the Credit Parties under this Section 8.2 shall survive 10.2 or 10.3(a). (c) Each Credit Party agrees that none of any Agent, the termination Arranger, any Lender or any Issuing Bank or any Related Party of any of the foregoing will have any liability to any Credit Party or any Person asserting claims on behalf of or in right of any Credit Party or any other Person in connection with or as a result of this Agreement and or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the discharge transactions contemplated hereby or thereby, any Loan or the use of Borrower’s the proceeds thereof or any act or omission or event occurring in connection therewith except (but subject to Section 10.3(b)), in the case of any Credit Party, to the extent that any losses, claims, damages, liabilities or expenses have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Agent, the Arranger, such Lender or such Issuing Bank in performing its express obligations under this Agreement or any other obligations hereunderCredit Document.

Indemnity. In addition Each Grantor hereby agrees to indemnify the payment of any expenses pursuant to Section 8.1 hereofNote Collateral Agent and the Noteholder Secured Parties, and irrespective of whether the transactions contemplated hereby are consummatedtheir respective successors, assigns, agents and without duplication of any additional amounts paid pursuant to Section 10.11(a)employees (each, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as an “Indemnitee”) ), from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements expenses of any kind or and nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including all expenses of litigation or preparation therefor whether or not the allocated cost of internal counsel) in connection with Note Collateral Agent or any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated Noteholder Secured Party is a party thereto), that may be ) imposed on, incurred by, by or asserted against such Indemniteethe Note Collateral Agent or the Noteholder Secured Parties, or their respective successors, assigns, agents and employees, in any manner way relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loansthis Agreement, or the consummation of the transactions contemplated by this Agreementmanufacture, including any matter relating to purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or arising out of the filing or recordation other disposition of any of Collateral (including latent and other defects, whether or not discoverable by the Loan Documents which filing Note Collateral Agent or recordation is done based upon information supplied by Borrower to Agent the Noteholder Secured Parties or any Grantor, and its counsel (the “Indemnified Liabilities”any claim for Patent, Trademark or Copyright infringement); providedprovided that such indemnity shall not, as to any Indemnitee, be available to the extent that if such losses, claims, damages, penalties, liabilities or related expenses (x) are determined in a final, non-appealable judgement of by a court of competent jurisdiction that any obligation with respect by final and nonappealable judgment to Indemnified Liabilities arises have resulted from the gross negligence or willful misconduct of any such Indemnitee or such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, ’s Related Parties or administrative proceeding arising (y) arise from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2dispute solely among Indemnitees. WITHOUT LIMITATION OF THE FOREGOING BUT SUBJECT TO ANY LIMITATION CONTAINED THEREIN, Borrower will resist and defend such actionIT IS THE INTENTION OF EACH GRANTOR AND EACH GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO LOSSES, suitCLAIMS, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES (which counsel shall be reasonably satisfactory to the Indemnitee or intended IndemniteeINCLUDING ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE.

Indemnity. In addition To the fullest extent permitted by law, but subject to the payment of any expenses pursuant to limitations in Section 8.1 9.3(B) hereof, and irrespective of whether to the transactions contemplated hereby are consummatedextent not resulting from any act, and without duplication of any additional amounts paid pursuant to Section 10.11(a)omission, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of the Landlord Parties (as hereinafter defined), Tenant agrees to indemnify and save harmless the Landlord Parties from and against all claims by third parties of whatever nature to the extent arising from or claimed to have arisen from (i) any such Indemniteeact, then Borrower shall not have omission or negligence of the Tenant Parties (as hereinafter defined) occurring in the Premises, the Building or Complex; (ii) any obligation accident, injury or damage whatsoever caused to any person, or to the property of any person, occurring in or about the Premises from the earlier of (A) the date on which any Tenant Party first enters the Premises in accordance with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If Exhibit B-1 attached hereto or (B) the Commencement Date, and thereafter throughout and until the end of the Lease Term, and after the end of the Lease Term for so long after the end of the Lease Term as Tenant or anyone acting by, through or under Tenant is in occupancy of the Premises or any investigativeportion thereof; (iii) any accident, judicialinjury or damage whatsoever occurring outside the Premises but within the Building, or administrative proceeding arising the Complex, where such accident, injury or damage results, or is claimed to have resulted, from any act, omission or negligence on the part of any of the foregoing Tenant Parties; or (iv) any breach of this Lease by Tenant (but only to the extent a specific remedy for such breach is brought against any Indemnitee indemnified or intended to be indemnified not otherwise provided for pursuant to the terms of this Lease); provided, however, that in no event shall Tenant be liable for any indirect or consequential damages except as provided in Section 8.2, Borrower will resist and defend 9.17 below. Tenant shall pay such action, suit, indemnified amounts as they are incurred by the Landlord Parties. This indemnification shall not be construed to deny or proceeding reduce any other rights or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense obligations of indemnity that any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower Landlord Parties may have under this Section 8.2 shall survive Lease or the termination of this Agreement and the discharge of Borrower’s other obligations hereundercommon law.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower Company agrees to indemnifyindemnify Royalty Owner, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related PersonsWarrant Owner, and each Participant Holder Party (collectivelyeach, the “Indemnitees” and individually as an “Indemnitee”) ), upon demand, from and against any and all liabilities, obligations, broker’s fees, claims, losses, damages, penalties, fines, actions, causes of action, judgments, suits, claimssettlements, costs, expensesexpenses or disbursements (including reasonable fees of attorneys, accountants, experts and disbursements advisors) of any kind or nature whatsoever (including, the reasonable in this section collectively called “liabilities and documented fees and disbursements of counsel for such Indemnitees costs”) which to any extent (including the allocated cost of internal counselin whole or in part) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such IndemniteeIndemnitee growing out of, resulting from or in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of other way associated with any of the Loan ORRI, the Collateral, the Note Documents and the transactions 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 costs incurred by any Indemnitee related to any breach of a Note 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 Indemnitee or any other Person or any liabilities or duties of any Indemnitee or any other Person with respect to Hazardous Materials found in or released into the environment. provided only that no Indemnitee shall be entitled under this section to receive indemnification for that portion, if any, of any liabilities and costs which filing is proximately caused by its own individual gross negligence or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); providedwillful misconduct, that if as determined in a finalfinal judgment. If any Person (including Company or any of its Affiliates) ever alleges such gross negligence or willful misconduct by any Indemnitee, non-appealable judgement of the indemnification provided for in this section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction that any obligation with respect enters a final judgment as to Indemnified Liabilities arises from the extent and effect of the alleged gross negligence or willful misconduct misconduct. As used in this section the term “Indemnitee” shall refer not only to Royalty Owner, Warrant Owner and each Holder Party designated as such in Section 1.1 but also to each director, officer, agent, trustee, attorney, employee, representative and Affiliate of any or for such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderPerson.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, (a) The Composer shall at all times indemnify and hold harmless the Agent-Related Persons, the Lender-Related Persons, InStyle and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) any licensee of InStyle from and against any and all liabilities, obligations, lossesclaims, damages, penaltiesdemands, actionsliabilities, causes of action, judgments, suits, claims, costs, costs and expenses, including legal expenses and disbursements reasonable counsel fees, arising out of any kind breach or nature whatsoever (includingalleged breach of any warranty, representation, covenant or agreement made by the Composer in this Agreement or any other act or omission by the Composer in derogation of the representations, warranties, covenants or agreements made in favour of InStyle herein. Such indemnity shall also extend to reasonable and documented counsel fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) court costs incurred in connection with any investigationclaim, administrative, action or judicial proceeding, whether proceeding brought by InStyle. InStyle shall use its best efforts to notify the Composer of any action commenced on such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out claim within thirty (30) days of the Revolver Commitments, the use or intended use date InStyle receives written notice of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilitiesthereof. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which The Composer may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate participate in the defense of any such actionclaim through counsel of the Composer’s selection at the Composer’s own expense, writbut InStyle shall have the right at all times, in InStyle’s sole discretion, to retain or proceedingresume control of the conduct of the defense. To Pending the resolution of any claim, action or proceeding covered by this indemnity, InStyle shall have the right to withhold from Royalties otherwise becoming due to the Composer hereunder an amount reasonably related to the scope of the Composer’s indemnity with respect thereto, unless (and to the extent that that) the undertaking to indemnify, payComposer shall provide InStyle with a commercial surety bond issued by a company, and hold harmless set forth in a form, reasonably satisfactory to InStyle. If no formal action or other proceeding for recovery on such a claim has been commenced within one year after its assertion and no settlement discussions are pending, InStyle shall not continue to withhold Royalties in connection therewith under this Section. SECTION 6 - CLAIMS (1) InStyle shall have the right, but not the obligation, to take such action as it deems necessary, in the preceding sentence name of any or all of the parties to this Agreement, against any third party to protect the rights and interest acquired by InStyle under the Agreement. Composer shall, at InStyle’s request, co-operate fully with InStyle in any controversy which may arise or litigation which may be unenforceable because it is violative brought concerning InStyle’s rights and interests acquired under this Agreement. For greater certainty, InStyle shall have the right to settle, compromise or in any other manner dispose of any law matter, claim, action or public policyproceeding and to satisfy any judgement that may be rendered in any manner as InStyle in its sole discretion may determine. (2) Any legal action brought by InStyle against any alleged infringer of the Works shall be initiated and prosecuted by InStyle, Borrower and if there is any recovery made by InStyle as a result thereof, after deduction of the expenses of litigation, including but not limited to legal fees and court costs, a sum equal to 50% of such net proceeds shall make be paid to Composer. (3) If a claim is presented against InStyle with respect to any Composition or Master, InStyle shall have the maximum contribution right, until the claim has been fully adjudicated or settled, to withhold any and all amounts that may be or become due with respect to the payment and satisfaction of each Composition or Master which is the subject of the Indemnified Liabilities that is permissible under applicable lawclaim. The obligations Such withholding shall continue until the final resolution or settlement of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderany such claim.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof(a) Each Company hereby jointly and severally indemnifies and holds Laurus, and irrespective of whether the transactions contemplated hereby are consummatedits respective affiliates, employees, attorneys and without duplication of any additional amounts paid pursuant to Section 10.11(aagents (each, an “Indemnified Person”), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements expenses of any kind or nature whatsoever (including, the reasonable and documented including attorneys’ fees and disbursements and other costs of counsel for such Indemnitees (investigation or defense, including the allocated cost of internal counselthose incurred upon any appeal) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by, instituted or asserted against or incurred by any such IndemniteeIndemnified 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 administration of, or in any manner relating to or other way arising out of the Revolver Commitmentsor relating to, this Agreement, the use Ancillary Agreements or intended use of the proceeds of the Loans, any other documents or the consummation of the transactions contemplated by this Agreement, including or referred to herein or therein and any matter relating actions or failures to or arising out of the filing or recordation of act with respect to any of the Loan Documents which filing or recordation foregoing, except to the extent that any such indemnified liability is done based upon information supplied finally determined by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to have resulted solely from such Indemnified Liabilities arises from the Person’s gross negligence or willful misconduct misconduct. (b) Laurus shall indemnify, defend (at the Companies’ election) and hold harmless each Company, and each of its officers, directors, members, employees, agents, affiliates, customers, licensees and sublicenses, from any claim, liability, loss damage or expense, including reasonable attorneys’ fees and disbursements, caused by or arising out of any such Indemniteebreach or alleged breach of any representation, then Borrower shall not have any warranty, covenant, obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower or agreement of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified Laurus pursuant to this Section 8.2Agreement or any Ancillary Agreement. Such Company shall notify Laurus in writing of any claim or litigation to which this indemnification applies, Borrower will resist and defend such action, suit, or proceeding or cause Laurus shall have the same right to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in assume the defense of any such actionclaim or litigation, writ, provided that such Company shall have the right to participate in such defense at its own expense. Laurus shall have the right to approve or proceeding. To disapprove the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative settlement or disposition of any law such claim or public policylitigation proposed by such Company, Borrower which right shall make the maximum contribution to the payment and satisfaction expire twenty (20) business days following Laurus’ receipt of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderwritten notice with respect thereto. (c) NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY INDEMNIFYING PARTY 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 OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. In addition (a) The Company and each of the Guarantors jointly and severally agree to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless the Agent-Related Persons, the Lender-Related Persons, each Lender and each Participant (collectivelyHolder, the “Indemnitees” its affiliates, directors and individually as “Indemnitee”) officers and each person, if any, who controls such Lender or Holder or any of its affiliates, from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costsdamages and liabilities, expensesjoint or several, that arise out of, or are in connection with, this Facility Agreement or any activities or transactions contemplated by this Facility Agreement or any other services rendered in connection herewith. (b) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to paragraph (a) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 17 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and disbursements of provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any kind liability that it may have to an Indemnified Person otherwise than under this Section 17. If any such proceeding shall be brought or nature whatsoever (includingasserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the reasonable Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and documented any others entitled to indemnification pursuant to this Section 17 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable, invoiced fees and disbursements expenses of such counsel for related to such Indemnitees proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person, (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person or (iv) the named parties in any such proceeding (including any impleaded parties) include both the allocated cost Indemnifying Person and the Indemnified Person and representation of internal counsel) both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any investigationproceeding or related proceeding in the same jurisdiction, administrativebe liable for the fees and expenses of more than one separate firm (in addition to any relevant local counsel which shall not be more than one in each jurisdiction) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred upon delivery of invoices relating to such fees and expenses. Any such separate firm for the Lenders and Holders, their respective affiliates, directors and officers and any control persons of any Lender or judicial proceeding, whether such Indemnitee Holder or its affiliates shall be designated a party thereto), that may in writing by the Original Mandated Lead Arrangers and any such separate firm for the Company and the Guarantors shall be imposed on, incurred by, or asserted against such Indemnitee, designated in writing by the Company. The Indemnifying Person shall not be liable for any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation settlement of any of the Loan Documents which filing proceeding effected without its written consent, but if settled with such consent or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in there be a final, final non-appealable judgement judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. No Indemnifying Party will be liable for any losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined by a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises have resulted directly from the bad faith or gross negligence or willful misconduct of any such IndemniteeIndemnified Person. (c) If the indemnification provided for in paragraph (a) above is unenforceable or unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Borrower shall not have any obligation with respect to each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of each event of which it has knowledge which may give rise such losses, claims, damages or liabilities (i) in such proportion as is appropriate to a claim under reflect the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising relative benefits received by the Company and the Guarantors on the one hand and the Lenders and the Holders on the other from any the offering of the foregoing Notes or (ii) if the allocation provided by clause (i) is brought against not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Lenders and Holders on the other in connection with the actions that resulted in such losses, claims, damages or liabilities, as well as any Indemnitee indemnified or intended to other relevant equitable considerations. (d) The Company, the Guarantors and the Lenders agree that it would not be indemnified just and equitable if contribution pursuant to this Section 8.217 were determined by pro rata allocation (even if the Lenders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (c) above. The amount paid or payable by an Indemnified Person as a result of the losses, Borrower will resist claims, damages and defend such action, suit, or proceeding or cause the same liabilities referred to be resisted and defended by counsel designated by Borrower in paragraph (which counsel c) above shall be reasonably satisfactory deemed to include, subject to the Indemnitee limitations set forth above, any legal or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate other expenses incurred by such Indemnified Person in the defense of connection with any such action, writ, action or proceeding. To the extent claim. (e) The remedies provided for in this Section 17 are not exclusive and shall not limit any rights or remedies that the undertaking may otherwise be available to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any Indemnified Person at law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderin equity.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof(a) The Company shall pay, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Personseach Bank, the Lender-Related Persons, Agent and Lead Arranger and each Participant of their respective Affiliates, officers, directors, employees, counsel, agents and attorneys-in-fact (collectivelyeach, the an “Indemnitees” and individually as “IndemniteeIndemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claimsinvestigations, costs, expensescharges, and expenses or disbursements (including Attorney Costs) of any kind or nature whatsoever (includingwith respect to the preparation, execution, delivery, modification, amendment, enforcement, performance and administration of this Agreement and any other Loan Documents, or the reasonable transactions contemplated hereby and documented fees thereby, and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with respect to any investigation, administrative, litigation or judicial proceeding (including any Insolvency Proceeding or appellate proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating ) related to or arising out of the Revolver Commitmentsthis Agreement, the use Loans or intended the use of the proceeds of thereof, whether or not any Indemnified Person is a party thereto and whether such investigation, litigation or proceeding is brought by the LoansCompany or any other party (all the foregoing, or the consummation of the transactions contemplated by this Agreementcollectively, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, provided that if determined in a final, non-appealable judgement of a court of competent jurisdiction that the Company shall have no obligation hereunder to any obligation Indemnified Person with respect to Indemnified Liabilities arises to the extent resulting from the gross negligence or willful misconduct of any such Indemnitee, then Borrower Indemnified Person as determined by a court of competent jurisdiction in a final and non-appealable judgment. The agreements in this Section 10.05 shall survive payment of all other Obligations and termination of this Agreement. This Section 10.05 shall not have any obligation apply with respect to such Indemnified Liabilitiestaxes other than any taxes that represent losses, claims, damages, etc. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any non-tax claim. (b) An Indemnified Person shall give prompt notice to the Company of any claim asserted in writing, or the foregoing is brought against commencement of any Indemnitee indemnified action or intended proceeding, in respect of which indemnity may be sought hereunder; provided that the omission so to notify the Company will not relieve the Company from any liability, if any, which it may have to the Indemnified Person otherwise than under subsection 10.05(a) unless and to the extent that the Company shall have been damaged by the delay in notification or the failure to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause notified. (c) The Indemnified Person shall assist the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate Company in the defense of any such actionaction or proceeding by arranging discussions with (and the calling as witnesses of) relevant officers, writdirectors, or proceeding. To the extent that the undertaking to indemnify, pay, employees and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each agents of the Indemnified Liabilities that is permissible under applicable lawPerson and providing reasonable access to relevant books and records. The obligations Company shall have the right to, and shall at the request of Borrower the Indemnified Person, participate in, and assume the defense of, any such action or proceeding at its own expense using counsel mutually acceptable to the Company and the Indemnified Person. In any such action or proceeding which the Company has participated in or assumed the defense of, the Indemnified Person shall have the right to retain separate counsel, but the fees and expenses of such counsel shall be at its own expense unless the named parties to any such suit, action or proceeding (including any impleaded parties) include both the Company and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them it being understood and agreed that the Company shall not have liability for the fees and expenses of more than one firm (in addition to local counsel) which shall be retained to act in such circumstances for all of the Indemnified Parties; provided, however, that the Company shall have the liability for the fees and expenses of more than one firm if such firm or firms has or have been retained due to actual or potential differing interests among the Indemnified Parties. (d) The Company shall not be liable under this Section 8.2 10.05 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Company may settle any claim without the consent of the Indemnified Person if monetary damages are paid in full by the Company; provided that the Company shall survive not make any admission of wrongdoing by such Indemnified Person and all claimants shall execute a full release in favor of such Indemnified Person. An Indemnified Person shall, subject to its reasonable business needs, use reasonable efforts to minimize the termination of indemnification sought from the Company under this Agreement and the discharge of Borrower’s other obligations hereunderSection 10.05.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated a. Getty Images hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, undertakes that it will indemnify and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and Investor against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costsdamages or liabilities to which such Investor may become subject, expenses, arising directly or indirectly out of the Disclosure Documents and disbursements of Getty Images will reimburse each Investor for any kind legal or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for other expenses reasonably incurred by such Indemnitees (including the allocated cost of internal counsel) Investor in connection with investigating or defending any Action in respect thereof as such expenses are incurred, provided that, Getty Images shall have no liability under this Clause to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any of the Disclosure Documents in reliance upon and in conformity with, in the case of each Investor, information provided by such Investor. b. Promptly after receipt by any Investor of notice of the commencement of any Action or any written notice of any threat of any Action, it shall, if a claim in respect thereof is to be made against Getty Images under this Clause, notify Getty Images and the other Investors in writing of the commencement thereof; but the omission so to notify Getty Images shall not relieve Getty Images from any liability which it may have to such Investor. If any such Action shall be brought against any Investor and it shall notify Getty Images of the commencement thereof, Getty Images shall, subject to its agreeing to indemnify the Investors against all judgments and other liabilities resulting from such Action (and so far as permitted by any insurance policy of such Investors), be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such Investor (which shall not, except with the consent of such Investor, be counsel to Getty Images), and, after notice from Getty Images to such Investor of its election so as to assume the defense thereof, Getty Images shall not be liable to such Investor under this Clause for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Investor, in connection with the defense thereof other than reasonable costs of investigation. Getty Images shall not, administrativewithout the written consent of the relevant Investor effect the settlement or compromise of, or judicial proceedingconsent to the entry of any judgment with respect to, whether such Indemnitee shall be designated a party thereto), that any Action in respect of which indemnification or contribution may be imposed onsought hereunder (whether or not such Investor is an actual or potential party to such Action) unless such settlement, incurred by, compromise or asserted against judgment (i) includes a full and unconditional release of such Indemnitee, in any manner relating to or Investor from all liability arising out of such Action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Investor. In the Revolver Commitments, event that Getty Images wishes to assume the use or intended use defense of any Action but is not permitted by the insurance policy of the proceeds relevant Investor to do so, such Investor shall use all reasonable endeavors to procure that its insurers and their legal advisers shall consult and cooperate with Getty Images in respect of such defense and (except insofar as such Investor shall certify to Getty Images that the Loansrequirement to obtain the written consent of Getty Images as referred to below would invalidate the relevant insurance policy, in which case such requirement shall not apply) shall not settle, compromise or consent to the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation entry of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation judgment with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower Action without the written consent of each event of which it has knowledge which may give rise Getty Images, such consent not to a claim be unreasonably withheld or delayed. c. If the indemnification provided for in this Clause 2 is unavailable to or insufficient to hold harmless any Investor under the indemnification foregoing provisions of this Section 8.2Clause in respect of any losses, claims, damages or liabilities (or Actions in respect thereof) referred to therein, then Getty Images shall contribute to the amount paid or payable by the relevant Investor as a result of such losses, claims, damages or liabilities (or Actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by that Investor on the one hand and Getty Images on the other from the Offering. If If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the relevant Investor failed to give the notice required under sub-Clause b. above, then Getty Images shall contribute to such amount paid or payable by such Investor in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such Investor on the one hand and Getty Images on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or Actions in respect thereof), as well as any investigative, judicial, or administrative proceeding arising from any of other relevant equitable considerations. The relative benefits received by the foregoing is brought against any Indemnitee indemnified or intended Investors in the aggregate on the one hand and Getty Images on the other shall be deemed to be indemnified in the proportion 99 percent, to Getty Images and 1 percent, to the Investors. The relative fault shall be determined by reference to, among other things, whether the claim relates to information supplied by Getty Images or the Investors and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The relevant Investors agree with Getty Images that it would not be just and equitable if contributions pursuant to this Section 8.2sub-Clause c. were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this sub-Clause c. The amount paid or payable by the relevant Investor as a result of the losses, Borrower will resist and defend such actionclaims, suit, damages or proceeding liabilities (or cause the same Actions in respect thereof) referred to be resisted and defended by counsel designated by Borrower (which counsel above in this sub-Clause c. shall be deemed to include any legal or other expenses reasonably satisfactory incurred by it in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. d. If any taxing authority brings into charge to taxation any sum payable under the indemnity contained in this Clause 2, the amount so payable shall be grossed up by such amount as will ensure that after deduction of the tax so chargeable (after giving credit for any tax relief available to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower indemnified party) there shall make the maximum contribution remain a sum equal to the payment and satisfaction of each of the Indemnified Liabilities amount that is permissible would otherwise have been payable under applicable law. this Clause. e. The obligations of Borrower Getty Images under this Section 8.2 Clause 2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderbe in addition to any liability which Getty Images may otherwise have.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower (i) The Mortgagor agrees to indemnify, exonerate, defend, pay, pay and hold harmless the Agent-Related Persons, the Lender-Related Persons, Mortgagee and each Participant of the other Secured Parties and the officers, directors, employees, agents and Affiliates of the Mortgagee and each of the other Secured Parties (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses, and expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigationinvestigative, administrative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by, by or asserted against such that Indemnitee, in any manner relating to or arising out of the Revolver Commitmentshereof, the use Indenture, the Notes, any other Security Document or intended use of any other document evidencing the proceeds of Secured Obligations (including, without limitation, any misrepresentation by the LoansMortgagor in this Mortgage, the Indenture, the Notes, any other Security Document or any other document evidencing the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel Secured Obligations (the “Indemnified Liabilities”); provided, however, that the Mortgagor shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities if it has been determined in by a final, non-appealable judgement final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that any obligation with respect to such Indemnified Liabilities arises arose from the gross negligence or willful misconduct of any such that Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower the Mortgagor shall make contribute the maximum contribution portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of each of the all Indemnified Liabilities that is permissible under applicable law. The obligations incurred by the Indemnitees or any of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderthem.

Indemnity. In addition to (A) Indemnity by the payment of any expenses pursuant to Section 8.1 hereofClient. The Client will indemnify the Service Provider, its affiliates and irrespective of whether the transactions contemplated hereby are consummatedits and their respective officers, directors, employees and without duplication of any additional amounts paid pursuant to Section 10.11(a)representatives (each, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as an “Indemnitee”) from for, and against any will defend and hold each Indemnitee harmless from, all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, damages and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees expenses (including reasonable legal fees) incurred by the allocated cost of internal counsel) Service Provider or such person in any action or proceeding between the Service Provider and the Client or between the Service Provider and any third party arising from or in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated the performance of this Agreement (each referred to as a party thereto“Loss”), that may be imposed on, incurred by, or asserted against such Indemnitee, the Service Provider in any manner relating to connection with or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by following: (i) this Agreement, including except to the extent such a Loss resulted from the bad faith, willful misfeasance, negligence or reckless disregard by the Service Provider or the Administrative Support Provider of its obligations and duties, in each case in connection with the Services; or (ii) any matter relating to alleged untrue statement of a material fact contained in any Offering Document of the Client or Funds or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon any alleged omission to state a material fact required to be stated in any Offering Document or necessary to make the statements in any Offering Document not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information supplied furnished in writing to the Client by Borrower to Agent the Service Provider specifically for use in the Offering Document. (iii) Indemnity by the Service Provider. Service Provider will indemnify the Client, its affiliates and its counsel and their respective officers, directors, employees and representatives (each, an “Indemnitee”) for, and will defend and hold each Indemnitee harmless from, all losses, costs, damages and expenses (including reasonable legal fees) incurred by the “Indemnified Liabilities”); provided, that if determined Client or such person in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from action or proceeding between the gross negligence Client and the Service Provider or willful misconduct of between the Client and any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding third party arising from any of or in connection with the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination performance of this Agreement and (each referred to as a “Loss”), imposed on, incurred by, or asserted against the discharge Client in connection with or arising out of BorrowerService Provider’s other willful misfeasance, bad faith or negligence in the performance of, or the reckless disregard of, its duties or obligations hereunder.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) Each Credit Party that is a signatory hereto shall jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, severally indemnify and hold harmless the Agent-Related Personseach of Agents, the Lender-Related PersonsLenders and their respective Affiliates, and each Participant such Person's respective officers, directors, partners, members, employees, attorneys, advisors, agents and representatives (collectivelyeach, the “Indemnitees” and individually as “Indemnitee”) an "Indemnified Person"), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements of any kind or nature whatsoever reasonable expenses (including, the including reasonable and documented attorneys' fees and disbursements and other costs of counsel for investigation or defense, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such Indemnitees (including Indemnified Person as the allocated cost result of internal counsel) 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 investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreementhereunder and thereunder and any actions or failures to act in connection therewith, including any matter relating to or and all Environmental Liabilities and legal costs and expenses arising out of the filing or recordation of incurred in connection with disputes between or among any parties to any of the Loan Documents which filing or recordation unless such dispute is done based upon information supplied by Borrower to Agent and its counsel among any of the parties hereto other than the Credit Parties (the “collectively, "Indemnified Liabilities”"); provided, that if 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 that is determined in a final, non-appealable judgement of by a court of competent jurisdiction by final and nonappealable judgment to have resulted directly from that Indemnified Person's gross negligence, willful misconduct or breach of the terms of this Agreement. Agents and Lenders agree not to settle or compromise any obligation with respect to Indemnified Liabilities arises from other than in a commercially reasonable manner. 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. (b) To induce Lenders to provide the gross negligence LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or willful misconduct in part prior to the last day of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing applicable LIBOR Period (whether that repayment is brought against any Indemnitee indemnified or intended to be indemnified made pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination provision of this Agreement and or any other Loan Document or is the discharge result of Borrower’s other obligations hereunder.acceleration, by operation of law or otherwise);

Indemnity. In addition to 16.1 Each Issuer shall severally indemnify the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, Agent and each Participant (collectively, of the “Indemnitees” and individually as “Indemnitee”) from and other Paying Agents against any and all direct losses, liabilities, obligations, losses, damages, penaltiesclaims, actions, causes of action, judgments, suits, claims, costs, expenses, demands or reasonable and disbursements of any kind properly documented direct costs or nature whatsoever expenses (including, the but not limited to, all reasonable and properly documented external costs, legal fees, charges and expenses paid or incurred in disputing or defending any of the foregoing, but with respect to legal fees, the relevant Issuer will only pay the fees of one external legal counsel (if appointed) for each relevant jurisdiction, unless otherwise agreed between the parties, and disbursements in each case up to an amount that has or will have been agreed between (a) the relevant Issuer and (b) the Agent or any other Paying Agent) which it actually incurs or which is actually made against the Agent or any other Paying Agent as a result of counsel for such Indemnitees (including the allocated cost of internal counsel) or in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, its appointment or the consummation exercise of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent its powers and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises duties hereunder except such as may result from the Agent's or the Paying Agent's own default, gross negligence or willful misconduct fraud or that of its officers, directors or employees or the breach (other than any such Indemnitee, then Borrower shall not have any obligation minor or technical breach with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under no impact on the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination scope of this Agreement and the discharge substantial undertakings of Borrower’s the parties under it and with no costs arising for any of the parties due to it) by it of the terms of this Agreement. 16.2 Each of the Agent and the other obligations hereunderPaying Agents shall severally indemnify each Issuer against any direct losses, liabilities, costs, claims, actions, demands or reasonable and properly documented direct expenses (including, but not limited to, all reasonable and properly documented external costs, legal fees, charges and expenses paid or incurred in disputing or defending any of the foregoing) which either of them may actually incur or which may actually be made against either of them as a result of the breach (other than any minor or technical breach with no impact on the scope of this Agreement and the substantial undertakings of the parties under it and with no costs arising for any of the parties due to it) by the Agent or any other Paying Agent of the terms of this Agreement except such as may result from the relevant Issuer's own default, gross negligence or fraud or that of its respective officers, directors or employees or the breach (other than any minor or technical breach with no impact on the scope of this Agreement and the substantial undertakings of the parties under it and with no costs arising for any of the parties due to it) by the relevant Issuer of the terms of this Agreement. 16.3 The indemnities in Subclauses 16.1 and 16.2 shall survive the termination or expiry of this Agreement. 16.4 Under no circumstances will the Issuer or any Agent, as the case may be, be liable to any Agent or the Issuer, as the case may be, or any other party to this Agreement for any consequential loss (being loss of business, goodwill or opportunity), even if advised of the possibility of such loss or damage.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated Each Loan Party hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless the Administrative Agent-Related Persons, the Lender-Related PersonsLenders and their respective Affiliates (including, without limitation, controlling persons) and each Participant the directors, officers, employees, advisors and agents of the foregoing (collectivelyeach, the an “Indemnitees” and individually as “IndemniteeIndemnified Person”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements damages or liabilities (or investigations, suits, actions or other proceedings commenced or threatened in respect thereof) that arise out of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out aspect of the Revolver CommitmentsLoan Documents, the use Financing or intended any of the Transactions or the providing of the Loan (or the actual or proposed use of the proceeds of the Loansthereof), and to reimburse each Indemnified Person promptly upon its written demand for any reasonable legal or other expenses incurred in connection with investigating, preparing to defend or defending against, or participating in, any such investigation, loss, claim, cost, expense, damage, liability or action or other proceeding; provided that any such obligation to indemnify, hold harmless and reimburse an Indemnified Person shall not be applicable (i) for any amount paid in settlement of claims without the consummation of applicable Loan Party’s written consent or (ii) to the transactions contemplated extent determined by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement judgment of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises have resulted from the gross negligence or negligence, willful misconduct of, or breach of any Loan Document by, any Indemnified Person. In the case of an investigation, action or proceeding to which the indemnity in this paragraph applies, such Indemniteeindemnity and reimbursement obligations shall be effective whether or not such investigation, then Borrower action or proceeding is brought by any Loan Party, its equity holders or creditors or an Indemnified Person, whether or not an Indemnified Person is otherwise a party thereto and whether or not any aspect of the Transactions is consummated. Each Loan Party also agrees that no Indemnified Person shall not have any obligation with respect liability (whether direct or indirect, in contract, tort, equity or otherwise) to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower Loan Party or its Subsidiaries or Affiliates or creditors arising out of, related to or in connection with any aspect of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, Financing or administrative proceeding arising from any of the foregoing Transactions, except to the extent of direct (as opposed to special, indirect, consequential or punitive) damages determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence, willful misconduct or breach of any Loan Document. Notwithstanding any other provision of any Loan Document, no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from such Indemnified Person’s gross negligence, willful misconduct or breach of its obligations under any Loan Document as determined by a final and non-appealable judgment of a court of competent jurisdiction. No Loan Party shall, without the prior written consent of any Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person is brought against any Indemnitee indemnified or intended could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to be indemnified pursuant to this Section 8.2or an admission of fault, Borrower will resist and defend such action, suitculpability, or proceeding a failure to act by or cause on behalf of such Indemnified Person. Promptly after receipt by an Indemnified Person of actual notice of a claim for which indemnification is being sought hereunder, such Indemnified Person will notify the same applicable Loan Party in writing of such claim. Failure to be resisted so notify the applicable Loan Party will not relieve the applicable Loan Party of liability which it may have to any Indemnified Person hereunder unless, and defended only to the extent that, the applicable Loan Party’s defense of such claim is materially prejudiced by counsel designated by Borrower (which counsel such failure. Any Loan Party shall be entitled to assume defense of any Indemnified Persons in connection with any such claim if such Loan Party has acknowledged in writing that it will indemnify such Indemnified Persons for such claim, including the employment of counsel reasonably satisfactory to the Indemnitee or intended Indemnitee)relevant Indemnified Persons, and the payment of the fees and disbursements of such counsel. Each Indemnitee will use its reasonable efforts Notwithstanding the applicable Loan Party’s decision to cooperate in assume the defense of any such actionclaim, writthe Indemnified Persons shall have the right to employ separate counsel and to participate in the defense of such claim. Such counsel shall be at the expense of any such Indemnified Person, unless (i) the use of counsel chosen by the applicable Loan Party to represent such Indemnified Person would present such counsel with a conflict of interest, or proceeding. To (ii) the extent that applicable Loan Party fails to assume the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each defense of the claim or to employ counsel reasonably satisfactory to such Indemnified Liabilities that Person, in each case in a timely manner. In any such event, then the Indemnified Persons may employ separate counsel at the applicable Loan Party’s expense to represent or defend it with respect to such claim or group of related claims. In no event shall the applicable Loan Party be liable for the fees and expenses of more than one separate firm of attorneys for all Indemnified Persons in connection with any claim or group of related claims, plus one firm of local counsel in each jurisdiction in which any such claim is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderbeing litigated.

Indemnity. In addition The Company agrees to the payment of any expenses pursuant to Section 8.1 hereofindemnify each Noteholder, and irrespective its shareholders, partners, directors, officers, employees, Affiliates and agents (collectively, "Indemnified Persons") against, and agree to hold each such Indemnified Person harmless from, any and all losses, claims, damages and liabilities, including direct or derivative claims brought by any stockholder or former stockholder of whether the Company and related expenses, including reasonable counsel fees and expenses, incurred by such Indemnified Person arising out of, in any way connected with, or as a result of (i) the consummation of the transactions contemplated hereby are consummatedby this Agreement or the New Subordinated Notes or, and without duplication (ii) the use of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, New Subordinated Notes by the Company or the consummation of the transactions contemplated by this Agreement, including (iii) the performance by the parties hereto of their respective obligations hereunder or (iv) any matter claim, litigation, investigation or proceeding relating to or arising out of the filing or recordation of any of the Loan Documents which filing foregoing, whether or recordation nor any Noteholder or any such person is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”)a party thereto; provided, however, that if such indemnity shall not apply to any such losses, claims, damages, liabilities or related expenses finally determined in a final, non-appealable judgement of by a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises have arisen from the gross negligence or willful misconduct of any such IndemniteeIndemnified Person; provided further, then Borrower however, the indemnity set forth in this Article shall not have apply to losses, claims, damages or liabilities relating to (i) the payment or withholding of Taxes or (ii) the actual or alleged failure by the Company to make any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower payment on the New Subordinated Notes, whether of each event interest or principal or at maturity or otherwise or any other breach by the Company of which it has knowledge which may give rise to a claim any representation, warranty or covenant under this Agreement, the indemnification provisions of this Section 8.2Registration Rights Agreement, the Warrant Agreement, the Warrant Registration Rights Agreement or the New Subordinated Notes. If any investigative, judicial, litigation or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to Indemnified Person in respect of which indemnity may be indemnified sought against the Company pursuant to this Section 8.2Article, Borrower such Indemnified Person shall promptly notify the Company in writing of the commencement of such litigation or proceeding, but the omission so to notify the Company shall not relieve the Company, from any other obligation or liability which it may have to any Indemnified Person otherwise than under this Article XII unless the Company is materially prejudiced thereby. In case any such litigation or proceeding shall be brought against any Indemnified Person and such Indemnified Person shall notify the Company of the commencement of such litigation or proceedings, the Company shall be entitled to participate in such proceedings, and, after written notice to such Indemnified Person, will resist have the right to assume control of any litigation for which indemnification is sought and defend no settlement of any claim may be agreed to without the prior written consent of the Company. However, any Indemnified Person shall have the right to hire its own counsel for any reason; provided, however, that the fees and expenses of such action, suit, counsel shall be at the Indemnified Person's own expense unless (a) the Company has agreed to pay such fees and expenses or (b) the Company shall have failed properly to assume the defense in such action or proceeding and employ counsel reasonably satisfactory to such Indemnified Person in any such action or proceeding or cause (c) either (x) the same named parties to be resisted such action or proceeding include such Indemnified Person and defended the Company or such Indemnified Person shall have been advised in writing by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee Company that there may be one or intended Indemnitee)more legal defenses available to such Indemnified Person which are different from or in addition to those available to the Company or (y) such Indemnified Person concludes that 34 41 taking into account the position of such Indemnified Person (or any Affiliate) as a lender to the Company such Indemnified Person reasonably believes that it is advisable for such Indemnified Person to employ separate counsel on its behalf, recognizing that in such case the Company and its counsel shall remain primarily responsible for the overall strategic control and direction of such action or proceeding. Each Indemnitee will use its reasonable efforts In any case referred to cooperate in (b) or (c) above, if such Indemnified Person notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Person, it being understood, however, that the Company shall not in connection with any one such action, writaction or proceeding, or proceedingseparate but substantially similar proceedings or related actions or proceedings arising out of the same general allegations or circumstances be liable for the fees and expenses of more than one separate firm of attorneys, together with appropriate local counsel (but not more than one separate fin of attorneys per state), at a time for all Indemnified Persons. To The foregoing indemnity shall remain operative and in full force and effect regardless of the extent that expiration of the undertaking to indemnifyterm of this Agreement, paythe consummation of the transactions contemplated by this Agreement, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative repayment of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the New Subordinated Notes, the invalidity or unenforceability of any term or provision of this Agreement, the New Subordinated Notes any investigation made by or on behalf of any Indemnified Liabilities that is permissible Person or the Company and the content or accuracy of any representation or warranty made under applicable lawthis Agreement. All amounts due under this Article XII shall be payable as incurred upon written demand therefor. The obligations of Borrower under this Section 8.2 shall survive the termination provisions of this Agreement and Article XII shall not apply to matters arising under the discharge of Borrower’s other obligations hereunderRegistration Rights Agreement.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated Mortgagor hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, protect and hold harmless the Agent-Related PersonsMortgagee and its employees, the Lender-Related Persons, officers and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) agents from and against any and all liabilities, obligationsclaims and obligations which may be incurred, losses, damages, penalties, actions, causes asserted or imposed upon them or any of action, judgments, suits, claims, costs, expenses, and disbursements them as a result of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigationuse, administrativeoperation, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation lease of any of the Loan Documents which filing Land and Property, or recordation is done based upon information supplied by Borrower any part thereof, or as a result of Mortgagee seeking to Agent obtain performance of any of the obligations due with respect to the Land and its counsel (the “Indemnified Liabilities”)Property; provided, that if determined in a finalhowever, non-appealable judgement of a court of competent jurisdiction that any obligation with respect the foregoing indemnity shall not extend to Indemnified Liabilities arises such liabilities, claims or obligations as result from the fraud, gross negligence or willful intentional misconduct of Mortgagee, its employees, officers or agents or which arise as a result of acts or omissions that occur after a foreclosure or deed in lieu of foreclosure. In case Mortgagee shall have proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise or in the event Mortgagee commences advertising of an intended foreclosure sale in connection with a foreclosure judgment, and such Indemniteeproceeding or advertisement shall have been withdrawn, discontinued or abandoned for any reason, then Borrower in every such case (i) Mortgagor and Mortgagee shall not have any obligation with respect be restored to their former positions and rights, (ii) all rights, powers and remedies of Mortgagee shall continue as if no such proceeding had been taken, (iii) each and every Event of Default declared or occurring prior or subsequent to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower withdrawal, discontinuance or abandonment shall be deemed to be a continuing Event of each event Default, and (iv) neither this Mortgage, nor the Waterpark Lease, nor the Guaranty, nor the Obligations, nor any other Security Document shall be or shall be deemed to have been reinstated or otherwise affected by such withdrawal, discontinuance or abandonment; and Mortgagor hereby expressly waives the benefit of which it has knowledge any statute or rule of law now provided, or which may give rise hereafter be provided, which would produce a result contrary to a claim under the indemnification provisions of or in conflict with this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundersentence.

Indemnity. In addition to The Borrower shall indemnify the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Administrative Agent-Related Persons, the Lead Arrangers, each Issuing Bank and each Lender-Related Persons, and each Participant Related Party of any of the foregoing Persons (collectively, the “Indemnitees” and individually as each such Person being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, causes of action, judgments, suits, claims, costs, liabilities and related expenses, including the fees, charges and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed onIndemnitee, incurred by, by or asserted against such Indemniteeany Indemnitee arising out of, in any manner relating to connection with, or arising out as a result of the Revolver Commitmentsarrangement and the syndication of the credit facilities provided for herein, the use execution or intended use delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby, the proceeds performance by the parties hereto of the Loans, their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated by this Agreementhereby, any Loan or Letter of Credit or the use of the proceeds therefrom (including any matter 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), any actual or alleged presence or release or threatened release of Hazardous Materials at, under, on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or any actual or prospective claim, litigation, investigation or proceeding relating to or arising out of the filing or recordation of any of the Loan Documents which filing foregoing, whether based on contract, tort or recordation any other theory and regardless of whether any Indemnitee is done based upon information supplied a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower or any Affiliate thereof; provided that such indemnity shall not, as to Agent and its counsel (any Indemnitee, be available to the “Indemnified Liabilities”); providedextent that such losses, that if claims, damages, liabilities or related expenses are determined in a final, non-appealable judgement of by a court of competent jurisdiction that any obligation with respect by final and nonappealable judgment to Indemnified Liabilities arises have resulted from the gross negligence or willful misconduct of any such IndemniteeIndemnitee or its Affiliates, then Borrower officers, directors or employees. This Section 9.03(b) shall not have any obligation apply with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If Taxes other than any investigative, judicial, Taxes that represent losses or administrative proceeding arising damages from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundernon-Tax claim.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) The Borrower shall indemnify each Credit Party and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, payeach Related Party thereof (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless the Agent-Related Personsfrom, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, causes of action, judgments, suits, claims, costs, liabilities and related expenses, including the reasonable fees, charges and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed onIndemnified Person, incurred by, by or asserted against such Indemniteeany Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any manner relating to Loan Document or arising out of the Revolver Commitmentsany agreement or instrument contemplated thereby, the use or intended use performance by the parties to the Loan Documents of the proceeds of the Loans, their respective obligations thereunder or the consummation of the transactions contemplated by this Agreementhereby or any other transactions contemplated thereby (including the Eckerd Acquisition), including (ii) any matter relating to Loan or arising out the use of the filing proceeds thereof, (iii) any actual or recordation alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Loan Documents which filing Subsidiaries, or recordation any Environmental Liability related in any way to the Borrower or any of the 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 and regardless of whether any Indemnified Person is done based upon information supplied a party thereto, PROVIDED that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect by final and nonappealable judgment to Indemnified Liabilities arises have resulted primarily from the gross negligence or willful misconduct of any such IndemniteeIndemnified Person. Notwithstanding the above, then the Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim no liability under the indemnification provisions clause (i) of this Section 8.2. If to indemnify or hold harmless any investigativeIndemnified Person for any losses, judicialclaims, damages, liabilities and related expenses relating to income or administrative proceeding arising from withholding taxes or any tax in lieu of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower taxes. (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. b) To the extent that the undertaking Borrower fails to indemnifypromptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of this Section, payeach Lender severally agrees to pay to the Administrative Agent an amount equal to the product of such unpaid amount MULTIPLIED BY (i) at any time when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the last day on which Commitments did exist, and hold harmless set forth in (ii) at any time when Loans are outstanding (x) if the preceding sentence may be unenforceable because it is violative of any law Commitments then exist, its Commitment Percentage or public policy(y) if the Commitments have been terminated or otherwise no longer exist, Borrower shall make the maximum contribution percentage equal to the payment fraction, (A) the numerator of which is the sum of such Lender's Credit Exposure and satisfaction (B) the denominator of each which is the sum of the Indemnified Liabilities Aggregate Credit Exposure (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment is permissible under applicable law. sought), PROVIDED that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent in its capacity as such. (c) The obligations of the Borrower and the Lenders under this Section 8.2 11.10 shall survive the termination of this Agreement the Commitments and the discharge payment of Borrower’s the Loans and the Notes and all other obligations hereunderamounts payable under the Loan Documents. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct and actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or other document contemplated thereby, the transactions contemplated hereby or any Loan or the use of the proceeds thereof.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether Whether or not the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, the Company shall indemnify and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant Bank and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (collectivelyeach, the an “Indemnitees” and individually as “IndemniteeIndemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expensescharges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees which may at any time (including at any time following repayment of the allocated cost Loans and the termination, resignation or replacement of internal counselthe Agent or replacement of any Bank) in connection with any investigationresult from an action, administrativesuit, proceeding or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or claim asserted against any such Indemnitee, Indemnified Person by any Person not entitled to indemnification under this section in any manner way relating to or arising out of the Revolver Commitments, the use this Agreement or intended use of the proceeds of the Loansany document contemplated by or referred to herein, or the consummation transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the transactions contemplated by this Agreementforegoing, including with respect to any matter relating investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the filing Loans or recordation of any the use of the Loan Documents which filing proceeds thereof, whether or recordation not any Indemnified Person is done based upon information supplied by Borrower to Agent and its counsel a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, that if determined in a final, non-appealable judgement the Company shall not be liable to any Indemnified Person for any portion of a court of competent jurisdiction that any obligation with respect to such Indemnified Liabilities arises resulting from the such Indemnified Person’s gross negligence or willful misconduct misconduct. In the event this indemnity is unenforceable as a matter of law as to a particular matter or consequence referred to herein, it shall be enforceable to the full extent permitted by law. Promptly upon receipt of notice of the making of any such Indemnitee, then Borrower shall not have claim or the initiation of any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause (together, “Dispute”), the same Indemnified Person shall, if a claim in respect thereof is to be resisted made against the Company hereunder, notify the Company in writing thereof, provided that any failure to provide such notice shall not excuse the Company from its obligations under this Section, except to the extent that such failure to notify shall have materially prejudiced the Company’s position. The Company shall have the right at its expense to control the defense of any Dispute, provided the Company has delivered prompt notice to the Indemnified Person expressly agreeing to assume the defense thereof and defended reaffirming its obligation to indemnify and hold harmless hereunder, with nationally-recognized counsel selected by counsel designated by Borrower (which counsel shall be the Company, but reasonably satisfactory to the Indemnitee or intended Indemnitee)Indemnified Person. Each Indemnitee will use its reasonable efforts to cooperate in In such event, the defense Company shall promptly notify the Indemnified Person of any and all material developments in such action, writ, Dispute and the Company shall not agree to any settlement or proceeding. To material stipulation in such Dispute without the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each prior written consent of the Indemnified Liabilities Person (such consent not to be unreasonably withheld). Notwithstanding the foregoing, if in the reasonable judgment of the Indemnified Person, there may exist bona fide legal defenses available to it relating to the Dispute which conflict with those of the Company or another Indemnified Person, such Indemnified Person shall have the right to select separate counsel, at the expense of the Company, to assert such legal defenses and otherwise participate in the legal defense of such Dispute on behalf of such Indemnified Person. Notwithstanding the foregoing, no Dispute subject to this paragraph shall be settled without the Company’s prior consent, not to be unreasonably withheld; provided, however, that is permissible under applicable law. The obligations any Indemnified Person may settle any such Dispute without the Company’s consent if (a) the market reputation of Borrower Bank One or its Affiliates, or any Bank or its Affiliates which becomes an Indemnified Person under this Section 8.2 10.05, or the relationship of any of such Persons with their applicable state or federal regulators, in the judgment of such Persons, is being or foreseeably will be materially impaired as a result of the continuation of such Dispute, or (b) such Dispute involves or relates to any allegation of criminal wrongdoing, or (c) the Company is disputing its obligation to indemnify under this Section, or (d) the Company has failed to respond to any request for such consent within 10 days of its receipt of written notice of such proposed settlement. No Indemnified Person shall have any liability to the Company or any of its Affiliates for any indirect or consequential damages in connection with its activities related to this Agreement. The agreements in this Section shall survive payment of all other Obligations and the termination of this Agreement and the discharge of Borrower’s other obligations hereunderCommitments.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) Each Credit Party that is a signatory hereto shall jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, severally indemnify and hold harmless the each of Agent-Related Persons, the Lender-Related PersonsLenders and their respective Affiliates, and each Participant such Person’s respective officers, directors, employees, attorneys, agents and representatives (collectivelyeach, the an “Indemnitees” and individually as “IndemniteeIndemnified Person”) ), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements of any kind or nature whatsoever expenses (including, the including reasonable and documented attorneys’ fees and disbursements and other costs of counsel for investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnitees (including Indemnified Person as the allocated cost result of internal counsel) 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 investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreementhereunder and thereunder and any actions or failures to act in connection therewith, including any matter relating to or and legal costs and expenses arising out of the filing or recordation of incurred in connection with disputes between or among any parties to any of the Loan Documents which filing (other than disputes between and among Agent/or recordation the Lenders arising when no Event of Default has occurred and is done based upon information supplied by Borrower to Agent and its counsel continuing) (the collectively, “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any obligation with respect to such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Liabilities arises from the Person’s gross negligence or willful misconduct 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. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any such Indemniteeapplicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise); (ii) Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Loan; (iii) Borrower shall refuse to accept any borrowing of, or shall request a termination of any borrowing, conversion into or continuation of LIBOR Loans after Borrower has given notice requesting the same in accordance herewith; or (iv) Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower has given a notice thereof in accordance herewith, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of indemnify and hold harmless each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeLender from and against all losses, judicial, costs and expenses resulting from or administrative proceeding arising from any of the foregoing is brought against foregoing. Such indemnification shall include any Indemnitee indemnified loss (including loss of margin) or intended expense arising from the reemployment of funds obtained by it or from fees payable to be indemnified pursuant terminate deposits from which such funds were obtained. For the purpose of calculating amounts payable to a Lender under this Section 8.2subsection, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel each Lender shall be reasonably satisfactory deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the Indemnitee or intended Indemnitee). Each Indemnitee will use amount of that LIBOR Loan and having a maturity comparable to the relevant LIBOR Period; provided, that each Lender may fund each of its reasonable efforts to cooperate LIBOR Loans in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, paymanner it sees fit, and hold harmless set forth in the preceding sentence may foregoing assumption shall be unenforceable because it is violative utilized only for the calculation of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower amounts payable under this Section 8.2 subsection. This covenant shall survive the termination of this Agreement and the discharge payment of Borrower’s the Notes and all other obligations amounts payable hereunder. As promptly as practicable under the circumstances, each Lender shall provide Borrower with its written calculation of all amounts payable pursuant to this Section 1.13(b), and such calculation shall be presumed to be correct unless Borrower shall object in writing within twenty (20) Business Days of receipt thereof, specifying the basis for such objection in detail. The payment of any amounts due under this Section 1.13(b) by Borrower as a result of any of the events described in clause (i) (other than as a result of acceleration following an Event of Default), clause (iii) or clause (iv) above shall constitute a cure of any Default or Event of Default arising solely from such events.

Indemnity. In addition Borrower and each other Credit Party executing this Agreement jointly and severally agree to the payment of any expenses pursuant to Section 8.1 hereofindemnify and hold Lender and its Affiliates, and irrespective of whether the transactions contemplated hereby are consummatedtheir respective employees, attorneys and without duplication of any additional amounts paid pursuant to Section 10.11(aagents (each, an "Indemnified Person"), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements expenses of any kind or nature whatsoever (including, the reasonable and documented including attorneys' fees and disbursements and other costs of counsel for investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnitees (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 administration of, or in any other way arising out of or relating to, this Agreement and the other Loan Documents or any other documents or transactions contemplated by or referred to herein or therein and any actions or failures to act with respect to any of the foregoing, including the allocated cost any and all product liabilities, Environmental Liabilities, Taxes and legal costs and expenses arising out of internal counsel) or incurred in connection with disputes between or among any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating parties to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “collectively, "Indemnified Liabilities”"); provided, except to the extent that if any such Indemnified Liability is finally determined in a final, non-appealable judgement of by a court of competent jurisdiction that any obligation with respect to have resulted solely from such Indemnified Liabilities arises from the Person's gross negligence or willful misconduct of any such Indemniteemisconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY CREDIT PARTY, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeANY SUCCESSOR, judicialASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT, Borrower will resist and defend such actionPUNITIVE, suitEXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderSUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. In addition Company agrees to the payment of any expenses pursuant to Section 8.1 hereofindemnify and hold each Investor, and irrespective of whether the transactions contemplated hereby are consummatedits respective directors, managers, officers, shareholders, members, partners, affiliates, employees, attorneys and without duplication of any additional amounts paid pursuant to Section 10.11(aagents (each, an “Indemnified Person”), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements expenses of any kind or nature whatsoever (including, the reasonable and documented including attorneys’ fees and disbursements and other costs of counsel for such Indemnitees (investigation or defense, including the allocated cost of internal counselthose incurred upon any appeal) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by, instituted or asserted against or incurred by any such IndemniteeIndemnified Person as the result of 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 administration of, or in any manner relating to or other way arising out of the Revolver Commitmentsor relating to, the use this Agreement or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including or referred to herein and any matter relating actions or failures to or arising out of the filing or recordation of act with respect to any of the Loan Documents which filing or recordation foregoing, except to the extent that any such indemnified liability is done based upon information supplied finally determined by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to have resulted from such Indemnified Liabilities arises from the Person’s gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawmisconduct. The obligations of Borrower under this Section 8.2 Company shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderreimburse 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 SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY 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 THEIR INVESTMENT IN THE SHARES AND WARRANTS UNDER THIS AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER. THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE 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. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether Whether or not the transactions contemplated hereby are consummated, and without duplication each of any additional amounts paid pursuant to Section 10.11(a), the Borrower agrees to indemnify, exonerate, defend, pay, Parties shall indemnify and hold harmless the Administrative Agent-Related Persons, the Lender-Related Persons, other Agents and each Participant Lender and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (collectivelyeach, the an “Indemnitees” and individually as “IndemniteeIndemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expensescharges, expenses and disbursements (including reasonable attorney’s fees and expenses) of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees which may at any time (including at any time following repayment of the allocated cost Loan and the termination, resignation or replacement of internal counselthe Administrative Agent or replacement of any Lender) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against any such Indemnitee, Person in any manner way relating to or arising out of the Revolver Commitments, the use this Agreement or intended use of the proceeds of the Loansany document contemplated by or referred to herein, or the consummation transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the transactions contemplated by this Agreementforegoing, including with respect to any matter relating investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the filing Loan or recordation of any the use of the Loan Documents which filing proceeds thereof, whether or recordation not any Indemnified Person is done based upon information supplied by Borrower to Agent and its counsel a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that the Borrower Parties shall have no obligation hereunder to any obligation Indemnified Person with respect to Indemnified Liabilities arises resulting solely from the gross negligence or willful misconduct of any such IndemniteeIndemnified Person. Without limiting the foregoing, then the Borrower shall not have pay all reasonable out-of-pocket expenses (including reasonable fees and disbursements of outside counsel) (1) of the Administrative Agent incident to the preparation, negotiation and administration and performance of the Loan Documents, including any obligation proposed Modifications or waivers with respect thereto, the due diligence review undertaken in connection therewith, and the syndication of the Loan (but such expenses shall not include any fees paid to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower the syndicate members), and the preservation and protection of each event the rights of which it has knowledge which may give rise to a claim the Lenders and the Administrative Agent under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any Loan Documents (including expenses incurred in creating and perfecting the Lien in favor of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified Administrative Agent pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge other Loan Documents), and (2) of Borrower’s the Administrative Agent and each of the Lenders incident to the enforcement of payment of the Obligations, whether by judicial proceedings or otherwise, including, without limitation, in connection with bankruptcy, insolvency, liquidation, reorganization, moratorium or other obligations hereundersimilar proceedings involving any Transaction Party or a “workout” of the Obligations. The agreements in this Section 9.14 shall survive payment of all other Obligations.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) Each Credit Party that is a signatory hereto shall jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, severally indemnify and hold harmless the each of Agent-Related Persons, the Lender-Related PersonsLenders and their respective Affiliates, and each Participant such Person's respective officers, directors, employees, attorneys, agents and representatives (collectivelyeach, the “Indemnitees” and individually as “Indemnitee”) an "Indemnified Person"), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements of any kind or nature whatsoever expenses (including, the including reasonable and documented attorneys' fees and disbursements and other costs of counsel for investigation or defense, including those incurred upon any appeal) that may be instituted or asserted by any third party, any Credit Party or any Subsidiary of any Credit Party against or incurred by any such Indemnitees (including Indemnified Person as the allocated cost result of internal counsel) 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 investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreementhereunder and thereunder and any actions or failures to act in connection therewith, including any matter relating to or and all Environmental Liabilities and legal costs and expenses arising out of the filing or recordation of incurred in connection with disputes between or among any parties to any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “collectively, "Indemnified Liabilities”"); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any obligation with respect to such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Liabilities arises from the 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 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. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing applicable LIBOR Period (whether that repayment is brought against any Indemnitee indemnified or intended to be indemnified made pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination provision of this Agreement and the discharge or any other Loan Document or occurs as a result of Borrower’s other obligations hereunder.acceleration, by operation of law or otherwise);

Indemnity. (a) In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a)10.2, Borrower agrees to will defend, indemnify, exonerate, defend, pay, pay and hold harmless the Agent-Related Persons, the Agents and Lenders (including Issuing Lender-Related Persons, ) and their respective Affiliates and each Participant of their respective Officers, directors, partners, trustees, employees, shareholders, agents, advisors, attorneys and controlling persons and each of their respective heirs, successors and assigns (collectively, collectively called the “Indemnitees” and individually as “Indemnitee”) ), from and against any and all liabilitiesIndemnified Liabilities (as hereinafter defined); provided that Borrower shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final, obligationsnon-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, lossesbad faith or willful misconduct of that Indemnitee or any of its Related Parties, damages(ii) a material breach by that Indemnitee of its obligations under the Loan Documents or (iii) any claim, penalties, actions, causes of action, judgmentssuit, suitsinquiry, litigation, investigation or other Proceeding that does not involve an act or omission of any Loan Party or any of their respective Affiliates and that is brought by one Indemnitee against another Indemnitee (other than any claim, action, suit, inquiry, litigation, investigation or other Proceeding brought by or against Administrative Agent or Arrangers in their respective capacities as such). (b) As used herein, “Indemnified Liabilities” means, collectively, any and all losses, claims, costsliabilities, expensescosts or expenses incurred in connection with (i) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including Lenders’ agreement to make the Loans hereunder or the use or intended use of the proceeds thereof or the issuance of Letters of Credit hereunder or the use or intended use of any thereof, the failure of Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Government Authority, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty), (ii) any Environmental Claim, Environmental Liability, or any Hazardous Materials Activity to the extent relating to or arising from any past or present activity, operation, land ownership, or practice of any Loan Party or any of its Subsidiaries or (iii) any claim, litigation, arbitration, investigation or Proceeding relating to any of the foregoing, and disbursements of any kind or nature whatsoever all other out-of-pocket expenses (including, including the reasonable and documented out-of-pocket fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigationinvestigative, administrative, administrative or judicial proceedingProceeding commenced or threatened by any Person, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee and regardless of whether or not any such Indemnitee shall be designated as a party theretoor a potential party thereto and whether or not any such claim, litigation, arbitration, investigation or Proceeding is brought by the Borrower, its equity holders, its affiliates, its creditors or any other Person, and any fees or expenses incurred by Indemnitees in enforcing this indemnity) incurred in connection with investigating, preparing to defend or defending or providing evidence in or preparing to serve or serving as a witness with respect to any lawsuit, investigation, arbitration, claim or other Proceeding relating to any of the foregoing (including, without limitation, in connection with the enforcement of the indemnification obligations under this Section 10.3) whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation . This Section 10.3 shall not apply with respect to Indemnified Liabilities arises from the gross negligence Taxes other than any Taxes that represent losses, claims, liabilities, costs or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding expenses arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundernon-Tax claim.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower (a) ACIM agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless the Agent-Related PersonsCompany and each person, if any, who controls the Lender-Related PersonsCompany within the meaning of the 1933 Act, and each Participant any officers, directors, employees, agents, and affiliates of the foregoing (collectively, the “Indemnitees” and individually as “Indemnitee”"Indemnified Parties" for purposes of this Section 10(a)) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind damages or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees liabilities (including the allocated cost of internal counselamounts paid in settlement thereof) in connection with any investigationor litigation expenses (including reasonable legal and other expenses) (collectively, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto"Losses"), that to which the Indemnified Parties may be imposed onbecome subject, incurred by, or asserted against insofar as such Indemnitee, in any manner relating to or arising out Losses (i) result from a breach by ACIM of the Revolver Commitments, the use or intended use a material provision of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to the incorrect calculation or arising reporting of the daily net asset value per share or dividend or capital gain distribution rate, or (ii) arise out of the filing or recordation are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement or any prospectus of the Loan Documents which filing Funds or recordation is done arise out of or are based upon information supplied the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. ACIM will reimburse any legal or other expenses reasonably incurred by Borrower the Indemnified Parties in connection with investigating or defending any such Losses. ACIM shall not be liable for indemnification hereunder if such Losses are attributable to Agent the negligence or misconduct of the Company performing its obligations under this Agreement or as a result of a breach of Section 21. (b) The Company agrees to indemnify and its counsel hold harmless ACIM and the Issuer and each person, if any, who controls the Issuer or ACIM within the meaning of the 1933 Act, and their respective officers, directors, employees, agents, and affiliates of the foregoing (collectively, the “"Indemnified Liabilities”Parties" for purposes of this Section 10(b); provided) against any Losses to which the Indemnified Parties may become subject, that if determined insofar as such Losses (i) result from a breach by the Company of a material provision of this Agreement, or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the sales literature of the Company or in a finalregistration statement or any prospectus of the Company regarding the Contracts or the Account, non-appealable judgement if any, or arise out of or are based upon the omission or alleged omission to state therein a court material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of competent jurisdiction that any obligation or as a result of conduct, statements or representations of the Company or its agents (other than statements or representations contained in the prospectuses or sales literature of the Funds), with respect to Indemnified Liabilities arises the sale and distribution of Contracts for which the Funds' shares serve as the underlying investments, or (iii) result from the gross use by any person of a Remote Computer Terminal. The Company will reimburse any legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating or defending any such Losses. The Company shall not be liable for indemnification hereunder if such Losses are attributable to the negligence or willful misconduct of ACIM or the Issuer in performing their obligations under this Agreement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 10. In case any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing action is brought against any Indemnitee indemnified or intended party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish to, assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified pursuant to party under this Section 8.2, Borrower will resist and defend 10 for any legal or other expenses subsequently incurred by such action, suit, or proceeding or cause indemnified party in connection with the same to be resisted and defended by counsel designated by Borrower defense thereof other than reasonable costs of investigation. (which counsel shall be reasonably satisfactory to d) If the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in indemnifying party assumes the defense of any such action, writthe indemnifying party shall not, without the prior written consent of the indemnified parties in such action, settle or compromise the liability of the indemnified parties in such action, or proceeding. To permit a default or consent to the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative entry of any law judgement in respect thereof, unless in connection with such settlement, compromise or public policyconsent, Borrower shall make the maximum contribution to the payment and satisfaction each indemnified party receives from such claimant an unconditional release from all liability in respect of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundersuch claim.

Indemnity. In addition to consideration of the payment execution and delivery of any expenses pursuant to Section 8.1 hereofthis Agreement by the Advisors, the Companies shall jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to severally indemnify, exonerate, defend, pay, exonerate and hold harmless each member of the Agent-Related Persons, the Lender-Related Persons, and each Participant Advisors’ Group (collectively, the “Indemnitees” ”), each of whom is an intended third party beneficiary of this Agreement and individually as “Indemnitee”) may specifically enforce the Companies’ obligations hereunder (including but not limited to the obligations specified in this Section 7), free and harmless from and against any and all liabilitiesLoss arising from any Claim (collectively, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined incurred by the Indemnitees or any of them as a result of, arising out of, or in a finalany way relating to the execution, non-appealable judgement delivery, performance, enforcement or existence of a court of competent jurisdiction that this Agreement or the Advisory Services contemplated hereby, except for any obligation with respect to such Indemnified Liabilities arises arising from the such Indemnitee’s gross negligence or willful misconduct of any such Indemniteemisconduct, then Borrower shall not have any obligation with respect and if and to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the foregoing undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unavailable or unenforceable because it is violative of for any law or public policyreason, Borrower shall the Companies hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For purposes of this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Companies, then such payments shall be promptly repaid by such Indemnitee to the Companies. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Companies hereby agree that the Companies are the indemnitors of first resort (i.e., their obligations of Borrower to Indemnitees under this Section 8.2 Agreement are primary and any obligation of the Advisors (or any Affiliate thereof) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitees are secondary), and if the Advisors (or any Affiliate thereof) pay or cause to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any director or officer of the Companies, then (i) the Advisors (or such Affiliate, as the case may be) shall survive be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the termination Companies shall reimburse the Advisors (or such Affiliate, as the case may be) for the payments actually made and waives any right of this Agreement subrogation, reimbursement, exoneration, contribution or indemnification and the discharge any right to participate in any Claim or remedy of Borrower’s any Indemnitee against any Indemnitee, whether such Claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other obligations hereunderproperty or by set-off or in any other manner, any payment or security or other credit support on account of such Claim, remedy or right.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, (a) Company shall indemnify and hold harmless the Agent-Related Persons, the Lender-Related Persons, Purchaser and each Participant (collectivelyof its officers, the “Indemnitees” directors and individually as “Indemnitee”) Affiliates harmless from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements of any kind or nature whatsoever expenses (including, the without limitation, reasonable and documented attorneys' fees and disbursements of counsel for such Indemnitees (disbursements, including the allocated cost of internal counselthose incurred upon any appeal) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by, instituted or asserted against or incurred by Purchaser or such Indemniteeother indemnified person relating to or arising out of any untrue representation, breach of warranty or failure to perform any covenants or agreement by Company contained herein or in any manner Transaction Document or otherwise relating to or arising out of the Revolver Commitments, the use or intended use transactions contemplated hereby. (b) Any person entitled to indemnification hereunder (an "Indemnified Party") shall give prompt written notice to Company of the proceeds commencement or assertion of any action, proceeding, demand or claim by a third party (collectively, a "Third-party Action") in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify Company shall not relieve Company from any liability that it may have to such Indemnified Party under this Section 2.4 except to the extent Company is materially prejudiced thereby. Company shall have the right to assume control of the Loansdefense of, settle, or the consummation otherwise dispose of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”)such Third-party Action on such terms as it deems appropriate; provided, however, that if determined (i) the Indemnified Party shall be entitled, at his, her or its own expense, to participate in a finalthe defense of such Third-party Action; (ii) unless the Indemnified Party is unconditionally released, nonCompany shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission or acknowledgment of the validity of such Third-appealable judgement of a court of competent jurisdiction that party Action or any obligation with liability in respect thereof, which written approval will not be unreasonably withheld; and (iii) Company shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Liabilities arises from Party shall be entitled to have sole control over, the gross negligence defense or willful misconduct settlement, compromise, admission or acknowledgment of any such IndemniteeThird-party Action (x) as to which Company fails to assume the defense within a reasonable length of time or (y) to the extent the Third-party Action seeks an order, then Borrower injunction or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets or financial condition of the Indemnified Party; provided, however, that the Company shall not have the right to control its own defense to the extent it is a co-defendant in any obligation with respect to such Third-party Action; provided, further, that the Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of Party shall make no settlement, compromise, admission or acknowledgment which it has knowledge which may would give rise to a claim under liability on the indemnification provisions part of this Section 8.2Company without the prior written consent of Company, which consent shall not be unreasonably withheld. If The parties hereto shall extend reasonable cooperation in connection with the defense of any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified Third-party Action pursuant to this Section 8.22.4 and, Borrower will resist in connection therewith, shall furnish such records, information and defend testimony and attend such actionconferences, suitdiscovery proceedings, hearings, trials and appeals as may be reasonably requested. Notwithstanding Section 8.8 hereof, to the extent any provision contained in this Section 2.4 is in conflict with, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate inconsistent with, any indemnification provision in the defense of any such actionRegistration Rights Agreement, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth provision contained in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower Registration Rights Agreement shall make the maximum contribution to the payment govern and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundercontrol.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) Each Credit Party that is a signatory hereto shall jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, severally indemnify and hold harmless the each of Agent, Co-Related PersonsCollateral Agents, Lead Arrangers, L/C Issuers, the Lender-Related PersonsLenders, and their respective Affiliates, and each Participant such Person’s respective officers, directors, employees, attorneys, agents, advisors and representatives (collectivelyeach, the an “Indemnitees” and individually as “IndemniteeIndemnified Person”) ), from and against any and all liabilitiessuits, obligationsactions, lossesproceedings, claims, damages, penaltiesactual losses, actions, causes of action, judgments, suits, claims, costs, expensesliabilities, and disbursements of any kind or nature whatsoever out-of-pocket expenses (including, the including reasonable and documented attorneys’ fees and disbursements and other reasonable documented out-of-pocket costs of counsel for investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnitees (including Indemnified Person as the allocated cost result of internal counsel) 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 investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, transactions contemplated hereunder and thereunder (including the use or intended use syndication of the proceeds of the Loans, Commitments) and any actions or the consummation of the transactions contemplated by this Agreementfailures to act in connection therewith, including any matter relating to or and all Environmental Liabilities and reasonable, out-of-pocket legal costs and expenses arising out of the filing or recordation of incurred in connection with disputes between or among any parties to any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the collectively, “Indemnified 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, actual loss, liability, or expense results from that if Indemnified Person’s (or such Indemnified Person’s Related Persons) gross negligence, bad faith, willful misconduct or material breach of any of its obligations under any Loan Document as determined in a final, non-appealable judgement of by a court of competent jurisdiction in a final and non-appealable judgment; provided, further, that no Indemnified Person will be indemnified for any such cost, expense or liability to the extent of any dispute solely among Indemnified Persons (other than any claims against Agent or Co-Collateral Agents or Lead Arrangers acting in its capacity as such) that does not involve actions or omissions of any Credit Party or any of its Affiliates; provided, further, that none of the Canadian Borrowers shall have any obligation to make any payment with respect to any of the U.S. Borrowers’ Obligations under this Agreement or any other Loan Document. In the absence of an actual or potential conflict of interest, Borrowers and their Subsidiaries will not be responsible for the fees and expenses of more than one legal counsel for all Indemnified Liabilities arises Persons and appropriate local legal counsel; provided that in the case of an actual conflict of interest, or the written opinion of counsel that a potential conflict of interest exists, Borrowers and their Subsidiaries shall be responsible for one additional counsel in each applicable jurisdiction for the affected Indemnified Parties, taken as a whole. To the extent permitted by applicable law, no party hereto shall be responsible or liable to any other Person 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; provided that nothing hereunder in this sentence shall limit any Credit Party’s indemnity and reimbursement obligations to the extent set forth herein. No Indemnified Person referred to in this clause (a) shall be liable for any damages arising from the gross negligence or willful misconduct use by unintended recipients of any such Indemniteeinformation or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (b) To induce Lenders to provide the LIBOR Rate or the BA Rate, as applicable, option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise); (ii) any Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Loan; (iii) any Borrower shall refuse to accept any borrowing of, or shall request a termination of, any borrowing of, conversion into or continuation of, LIBOR Loans after Borrower Representative has given notice requesting the same in accordance herewith; (iv) any Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower Representative has given a notice thereof in accordance herewith; or (v) an assignment of LIBOR Loans is mandated pursuant to Sections 2.14(d) or 12.2(d), then Borrower Borrowers shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of jointly and severally indemnify and hold harmless each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeLender from and against all actual losses, judicial, costs and reasonable documented out-of-pocket expenses resulting from or administrative proceeding arising from any of the foregoing is brought against (provided, that the Canadian Borrowers shall not be required to pay any Indemnitee indemnified or intended such amounts with respect to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause LIBOR Loans of the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended IndemniteeU.S. Borrowers). Each Indemnitee will use its reasonable efforts Such indemnification shall include any actual and documented out-of-pocket loss or expense (other than loss of anticipated profits), if any, arising from the reemployment of funds obtained by it or from fees payable to cooperate in terminate deposits from which such funds were obtained. For the defense purpose of any such action, writ, or proceeding. To the extent that the undertaking calculating amounts payable to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower a Lender under this Section 8.2 2.11(b), each Lender shall be deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at the (x) LIBOR Rate, with respect to LIBOR Loans denominated in Dollars and (y) BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, in an amount equal to the amount of that LIBOR Loan and having a maturity comparable to the relevant LIBOR Period; provided that each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 2.11(b). This covenant shall survive the termination of this Agreement and the discharge payment of Borrower’s the Obligations and all other obligations amounts payable hereunder. As promptly as practicable under the circumstances, each Lender shall provide Borrower Representative with its written and detailed calculation of all amounts payable pursuant to this Section 2.11(b), and such calculation shall be binding on the parties hereto absent manifest error, in which case Borrower Representative shall object in writing within ten (10) Business Days of receipt thereof, specifying the basis for such objection in detail. (c) This Section 2.11 is subject in its entirety to the provisions of Section 13.9 hereof.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower The Company agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless the Agent-Related Persons, Agents and the Lender-Related Persons, Banks and each Participant (collectivelyof their respective Affiliates, the “Indemnitees” officers, directors, employees, agents, advisors and individually as “Indemnitee”) from and representatives against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, deficiencies, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by, by or asserted against such Indemniteeany Agent, any Bank, or any of their respective Affiliates, officers, directors, employees, agents, advisors or other representatives in any manner way relating to or arising out of the Revolver CommitmentsLoan Papers, the use any transaction related hereto, or intended use any act, omission, or transaction of the proceeds of the LoansCompany, its Subsidiaries, and Affiliates, or any of their employees, officers, directors or other representatives, to the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of extent that any of the same results, directly or indirectly, from any claims made or actions, suits, or 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 Documents which filing or recordation is done based upon information supplied by Borrower to Agent Papers, and its counsel (the “Indemnified Liabilities”)SHALL APPLY WHETHER OR NOT SUCH LOSSES, 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 if determined in 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 gross negligence to the extent found by a final, non-appealable judgement judgment of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceedingjurisdiction. To the fullest extent that permitted by applicable law, the undertaking to indemnify, payCompany shall not assert, and hold harmless set forth hereby waives, any claim against any indemnified party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Papers or any agreement or instrument contemplated hereby, the preceding sentence may be unenforceable because it is violative transactions contemplated hereby or thereby, any Loan or Letter of any law Credit or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each use of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderproceeds thereof.

Indemnity. In addition to 4.1 To the payment of any expenses pursuant to Section 8.1 hereoffullest extent permitted by law, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, Vendor shall indemnify and hold harmless the Agent-Related PersonsPurchaser, its affiliates and the Lender-Related Personsrespective directors, officers, employees and each Participant agents thereof (collectively, the “Indemnitees” and individually as “IndemniteePurchaser Indemnified Parties”) harmless from and against any and all liabilitiesexpenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, lossesor liabilities, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenseswhether joint or several, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements expenses of counsel for such Indemnitees (including the allocated cost one firm of internal their counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed onincurred in advising with respect to and/or defending any actual or threatened claims, incurred byactions, suits, investigations or proceedings to which the Purchaser Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law, or asserted otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, hereunder, or otherwise upon any misrepresentation or breach of a warranty or the failure by the Vendor to observe or perform any covenant or obligation contained in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Purchaser Indemnified Parties, provided that the Vendor has agreed in writing to such Indemniteesettlement). 4.2 The Vendor agrees that in case any legal proceeding shall be brought against the Vendor or the Purchaser Indemnified Parties in respect of the transaction of purchase and sale contemplated by this Agreement by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Vendor and/or the Purchaser, and/or any of the Purchaser Indemnified Parties shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in any manner relating to connection with, or arising out by reason of the Revolver Commitments, the use or intended use transaction of the proceeds of the Loans, or the consummation of the transactions purchase and sale contemplated by this Agreement, the Purchaser Indemnified Parties shall have the right to employ one firm of their own counsel in connection therewith provided the Purchaser Indemnified Parties act reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Purchaser Indemnified Parties for time spent by the Purchaser Indemnified Parties in connection therewith) and out-of-pocket expenses incurred by their Purchaser Indemnified Parties in connection therewith shall be paid by the Vendor as they occur upon delivery to the Vendor of documentation of such amounts in form acceptable to the Vendor, acting reasonably. 4.3 Promptly after receipt of notice of the commencement of any legal proceeding against the Purchaser Indemnified Parties or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter relating to or arising out in respect of which indemnification may be sought from the Vendor, the Purchaser will notify the Vendor in writing of the filing or recordation commencement thereof and, throughout the course thereof, will provide copies of any all relevant documentation to the Vendor, will keep the Vendor advised of the Loan Documents which filing or recordation is done based upon information supplied progress thereof and will discuss with the Vendor all significant actions proposed. However, the failure by Borrower the Purchaser to Agent and notify the Vendor will not relieve the Vendor of its counsel (obligations to indemnify the “Purchaser Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory Parties except to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in extent that such failure prejudices the defense of any matter in respect of which indemnification is sought or results in any material increase in the liability that the Vendor has under this indemnity. The Vendor shall on behalf of itself and the Purchaser Indemnified Parties, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such actionlegal proceeding; provided, writhowever, that the defence shall be conducted through legal counsel acceptable to the Purchaser, acting reasonably. No settlement of any such legal proceeding may be made by the Vendor without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, or proceedingthe settlement includes an unconditional release of the Purchaser Indemnified Parties that are subject to such legal proceeding from any liabilities arising from such legal proceeding without any admission of negligence, misconduct, liability or responsibility by such Purchaser Indemnified Parties. The Purchaser Indemnified Parties shall have the right to appoint one firm of its or their own separate counsel at the Vendor’s cost provided that Purchaser has been advised by outside counsel that there is an actual or potential conflict in the Vendor’s and the Purchaser Indemnified Parties’ respective interests or that additional defenses are available to the Purchaser Indemnified Parties that make representation by the same counsel inappropriate and further provided that the Purchaser Indemnified Parties act reasonably in selecting such one firm of counsel. 4.4 To the fullest extent permitted by law, the Purchaser shall indemnify and hold the Vendor, its affiliates and the respective directors, officers, employees and agents thereof (collectively, the “Vendor Indemnified Parties”) harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of one firm of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Vendor Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, hereunder, or otherwise upon any misrepresentation or breach of a warranty or the failure by the Purchaser to observe or perform any covenant or obligation contained in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Vendor Indemnified Parties, provided that the Purchaser has agreed in writing to such settlement). 4.5 The Purchaser agrees that in case any legal proceeding shall be brought against the Purchaser or the Vendor Indemnified Parties in respect of the transaction of purchase and sale contemplated by this Agreement by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Vendor and/or the Purchaser, and/or any of the Vendor Indemnified Parties shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the transaction of purchase and sale contemplated by this Agreement, the Vendor Indemnified Parties shall have the right to employ one firm of their own counsel in connection therewith provided the Vendor Indemnified Parties act reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Vendor Indemnified Parties for time spent by the Vendor Indemnified Parties in connection therewith) and out-of-pocket expenses incurred by their Vendor Indemnified Parties in connection therewith shall be paid by the Purchaser as they occur upon delivery to the Purchaser of documentation of such amounts in form acceptable to the Purchaser, acting reasonably. 4.6 Promptly after receipt of notice of the commencement of any legal proceeding against the Vendor Indemnified Parties or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Purchaser, the Vendor will notify the Purchaser in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Purchaser, will keep the Purchaser advised of the progress thereof and will discuss with the Purchaser all significant actions proposed. However, the failure by the Vendor to notify the Purchaser will not relieve the Purchaser of its obligations to indemnify the Vendor Indemnified Parties except to the extent that such failure prejudices the undertaking to indemnify, pay, and hold harmless set forth defense of any matter in respect of which indemnification is sought or results in any material increase in the preceding sentence liability that the Purchaser has under this indemnity. The Purchaser shall on behalf of itself and the Vendor Indemnified Parties, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Vendor, acting reasonably. No settlement of any such legal proceeding may be unenforceable because it made by the Purchaser without the prior written consent of the Vendor, such consent not to be unreasonably withheld, or the settlement includes an unconditional release of the Vendor Indemnified Parties that are subject to such legal proceeding from any liabilities arising from such legal proceeding without any admission of negligence, misconduct, liability or responsibility by such Vendor Indemnified Parties. The Vendor Indemnified Parties shall have the right to appoint one firm of its or their own separate counsel at the Purchaser’s cost provided that Vendor has been advised by outside counsel that there is violative an actual or potential conflict in the Purchaser’s and the Vendor Indemnified Parties’ respective interests or that additional defenses are available to the Vendor Indemnified Parties that make representation by the same counsel inappropriate and further provided that the Vendor Indemnified Parties act reasonably in selecting such one firm of counsel. 4.7 The indemnity obligations of the Vendor and the Purchaser shall be in addition to any liability which the Vendor or the Purchaser, as applicable, may otherwise have and shall be binding upon and inure to the benefit of any law or public policysuccessors, Borrower shall make the maximum contribution to the payment assigns, heirs and satisfaction of each personal representatives of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement Vendor and the discharge Purchaser, respectively and any of Borrower’s other obligations hereunderthe Purchaser Indemnified Parties and Vendor Indemnified Parties.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), (a) Borrower agrees to indemnify, exonerate, defend, pay, shall indemnify and hold harmless the Agent-Related Persons, the Lender-Related Personseach Lender and their respective Affiliates, and each Participant of their respective officers, directors, employees and their respective attorneys and agents (collectivelyeach, the “Indemnitees” and individually as “Indemnitee”) an "INDEMNIFIED PERSON"), harmless from and against any and all liabilitiessuits, obligationsactions, costs, fines, deficiencies, penalties, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements of any kind or nature whatsoever expenses (including, the including reasonable and documented attorneys' fees and disbursements and other costs of counsel for investigations or defense, including those incurred upon any appeal) (each, a "Claim") which may be instituted or asserted against or incurred by such Indemnitees (including Indemnified Person as the allocated cost result of internal counsel) credit having been extended under this Agreement or any other Loan Document or otherwise arising in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreementhereunder and thereunder, including any matter relating and all Environmental Liabilities and Costs and regardless of whether the Indemnified Person is a party to or arising out of the filing or recordation such Claim, PROVIDED, that Borrower shall not be liable for any indemnification to such Indemnified Person with respect to any portion of any of the Loan Documents such Claim which filing results solely from such Indemnified Person's gross negligence or recordation is done based upon information supplied willful misconduct as determined by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement final judgment of a court of competent jurisdiction 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 HERETO, 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 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, Borrower 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 with respect to Indemnified Liabilities arises from the gross negligence thereunder or willful misconduct arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such Indemniteeobligor or its successors from Borrower, then all such obligations of Borrower shall be and remain enforceable against, and only against, Borrower and shall not have be enforceable against Agent or Lenders. (b) Borrower hereby acknowledges and agrees that neither Agent nor any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower Lender (as of each event the date hereof) is now or has ever been in control of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing Subject Property or the affairs of any Loan Party. (c) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if(i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is brought against any Indemnitee indemnified or intended to be indemnified made pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination provision of this Agreement and or any other Loan Document or is the discharge result of Borrower’s other obligations hereunder.acceleration, by operation of law or otherwise);

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) Each Credit Party that is a signatory hereto shall jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, severally indemnify and hold harmless each of the Agent-Related PersonsAgents, the Lender-Related PersonsLenders and their respective Affiliates, and each Participant such Person's respective officers, directors, employees, attorneys, agents and representatives (collectivelyeach, the “Indemnitees” and individually as “Indemnitee”) an "Indemnified Person"), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements of any kind or nature whatsoever reasonable out-of-pocket expenses (including, the reasonable and documented including attorneys' fees and disbursements and other costs of counsel for investigation or defense, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such Indemnitees (including Indemnified Person as the allocated cost result of internal counsel) 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 investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreementhereunder and thereunder and any actions or failures to act in connection therewith, including any matter relating to or and all Environmental Liabilities and legal costs and expenses arising out of the filing or recordation of incurred in connection with disputes between or among any parties to any of the Loan Documents which filing (unless such dispute is among any of the parties hereto other than Credit Parties or recordation is done based upon information supplied by Borrower to Agent and its counsel the Credit Parties prevail in such dispute) (the “collectively, "Indemnified 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 solely from that if Indemnified Person's gross negligence or willful misconduct, as finally determined in a final, non-appealable judgement of by a court of competent jurisdiction that jurisdiction. No Indemnified Person shall enter into any obligation with respect compromise or settlement in any action as to which such Indemnified Liabilities arises 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 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. (b) To induce Lenders to provide the gross negligence LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or willful misconduct in part prior to the last day of any such Indemniteeapplicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or is the result of acceleration, then by operation of law or otherwise); (ii) any Borrower shall not have default in payment when due of the principal amount of or interest on any obligation with respect LIBOR Loan; (iii) any Borrower shall default in making any borrowing of, conversion into or continuation of LIBOR Loans after Borrower Representative has given notice requesting the same in accordance herewith; or (iv) any Borrower shall fail to such Indemnified Liabilities. Each Indemnitee will promptly notify make any prepayment of a LIBOR Loan after Borrower of Representative has given a notice thereof in accordance herewith, Borrowers shall jointly and severally indemnify and hold harmless each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeLender from and against all losses, judicial, costs and expenses resulting from or administrative proceeding arising from any of the foregoing is brought against foregoing. Such indemnification shall include any Indemnitee indemnified loss (including loss of margin) or intended expense arising from the reemployment of funds obtained by it or from fees payable to be indemnified pursuant terminate deposits from which such funds were obtained. For the purpose of calculating amounts payable to a Lender under this Section 8.2subsection, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel each Lender shall be reasonably satisfactory deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the Indemnitee or intended Indemnitee). Each Indemnitee will use amount of that LIBOR Loan and having a maturity comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its reasonable efforts to cooperate LIBOR Loans in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, paymanner it sees fit, and hold harmless set forth in the preceding sentence may foregoing assumption shall be unenforceable because it is violative utilized only for the calculation of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower amounts payable under this Section 8.2 subsection. This covenant shall survive the termination of this Agreement and the discharge payment of Borrower’s the Notes and all other obligations amounts payable hereunder. As promptly as practicable under the circumstances, each Lender shall provide Borrower Representative with its written calculation of all amounts payable pursuant to this Section 1.13(b), and such calculation shall be binding on the parties hereto unless Borrower Representative shall object in writing within ten (10) Business Days of receipt thereof, specifying the basis for such objection in detail.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereofSections 10.2 and 10.3, and irrespective of whether or not the transactions contemplated hereby are shall be consummated, and without duplication each Credit Party agrees to defend (subject to Indemnitees’ reasonable approval of any additional amounts paid pursuant to Section 10.11(acounsel), Borrower agrees to indemnify, exonerate, defend, pay, pay and hold harmless harmless, each Agent and Bank and the Agent-Related Personsofficers, the Lender-Related Personspartners, directors, trustees, investment advisors, employees, agents and Affiliates of each Agent and each Participant Bank (collectivelyeach, the “Indemnitees” and individually as an “Indemnitee”) ), from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities arises to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of any such that Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking undertakings to defend, indemnify, pay, pay and hold harmless set forth in the preceding sentence this Section 10.4 may be unenforceable in whole or in part because it is violative they are in violation of any law or public policy, Borrower the applicable Credit Party shall make contribute the maximum contribution 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. (a) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against the Banks, the Agents and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Term Loan or the use of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement proceeds thereof or any act or omission or event occurring in connection therewith, and the discharge of Borrower’s Xerium and each other obligations hereunderCredit Party hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. In addition (a) Subject to the payment following provisions of any expenses pursuant to Section 8.1 hereofthis Agreement, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, and Company shall hold harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” indemnify Indemnitee against all Expenses and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) Liabilities actually incurred by Indemnitee in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”)Proceeding; provided, however, that no indemnity shall be paid by the Company pursuant to this Agreement: (i) for amounts actually paid to Indemnitee pursuant to one or more policies of directors and officers liability insurance maintained by the Company or pursuant to a trust fund, letter of credit or other security or funding arrangement provided by the Company; provided, however, that if it should subsequently be determined that Indemnitee is not entitled to retain any such amount, this clause (i) shall no longer apply to such amount; (ii) in respect of remuneration paid to Indemnitee if it shall be determined by a finalfinal judgment or other final adjudication that payment of such remuneration was in violation of applicable law; (iii) on account of Indemnitee s conduct which is finally adjudged to constitute willful misconduct or to have been knowingly fraudulent, non-appealable judgement deliberately dishonest or from which the Indemnitee derives an improper personal benefit; or (iv) on account of any suit in which final judgment is rendered against Indemnitee for an accounting of profits made from the sale or purchase by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended. (b) If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for only a portion (but not, however, for the total amount) of any Expenses or Liabilities actually incurred by Indemnitee in connection with any Proceeding, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses and Liabilities to which Indemnitee is entitled. If the indemnification provided for herein in respect of any Expenses or Liabilities actually incurred by Indemnitee in connection with any Proceeding is finally determined by a court of competent jurisdiction that any obligation with respect to Indemnified be prohibited by applicable law, then the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount paid or payable by Indemnitee as a result of such Expenses and Liabilities arises in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and Indemnitee on the other hand from the gross negligence events, circumstances, conditions, happenings, actions or willful misconduct of any transactions from which such IndemniteeProceeding arose, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under (ii) the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any relative fault of the foregoing is brought against any Company (including its other Authorized Representatives) on the one hand and of Indemnitee indemnified or intended on the other hand in connection with the events, circumstances and happenings which resulted in such Expenses and Liabilities, such relative fault to be indemnified pursuant determined by reference to, among other things, the parties relative intent, knowledge, access to this Section 8.2information and opportunity to correct or prevent the events, Borrower will resist circumstances and/or happenings resulting in such Expenses and defend Liabilities, and (iii) any other relevant equitable considerations, it being agreed that it would not be just and equitable if such action, suit, contribution were determined by pro rata or proceeding or cause other method of allocation which does not take into account the same to be resisted and defended by counsel designated by Borrower foregoing equitable considerations. (which counsel c) The indemnification provided herein shall be reasonably satisfactory applicable only to Proceedings commenced after the date hereof, regardless, however, of whether they arise from acts, omissions, facts or circumstances occurring before or after the date hereof. (d) The indemnification provided herein shall be applicable whether or not negligence of Indemnitee is alleged or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, payproved, and hold harmless set forth in regardless of whether such negligence be contributory or sole. (e) Amounts paid by the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution Company to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower Indemnitee under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder4 are subject to refund by Indemnitee as provided in Section 8.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Each Borrower agrees to indemnify, exonerate, defend, payParty shall indemnify each Indemnified Person against, and hold each Indemnified Person harmless the Agent-Related Personsfrom, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses (including the fees, actions, causes of action, judgments, suits, claims, costs, expenses, charges and disbursements of any kind or nature whatsoever (includingcounsel for any Indemnified Person), the reasonable and documented shall indemnify and hold harmless each Indemnified Person from all fees and time charges and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that attorneys who may be imposed onemployees of any Indemnified Person, incurred by, by any Indemnified Person or asserted against such Indemniteeany Indemnified Person by any third party or by any Borrower or any other Borrower Party arising out of, in connection with, or as a result of (a) the execution or delivery of this Agreement, any manner relating to other Loan Document or arising out of the Revolver Commitmentsany agreement or instrument contemplated hereby or thereby, the use performance by the parties hereto of their respective obligations hereunder or intended use of the proceeds of the Loans, thereunder or the consummation of the transactions contemplated by this Agreementhereby or thereby, (b) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any matter 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), (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower Party or any of its Subsidiaries, or any environmental liability related in any way to any Borrower Party or any of its Subsidiaries, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to or arising out of the filing or recordation of any of the Loan Documents which filing foregoing, whether based on contract, tort or recordation any other theory, whether brought by a third party or by any Borrower or any other Borrower Party, and regardless of whether any Indemnified Person is done based upon information supplied a party thereto, provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect by final and nonappealable judgment to Indemnified Liabilities arises have resulted from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified LiabilitiesPerson. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY 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 UNDER ANY OTHER LOAN DOCUMENT. This Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 6.18 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderAgreement.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower The Seller agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless the Agent-Related Persons, the Lender-Related PersonsManager (for itself and on trust for each Relevant Person (as defined below)) and its Affiliates, and their respective directors, officers, agents and employees and each Participant other person, if any, controlling the Manager or any of its Affiliates (collectively, the “Indemnitees” and individually as “Indemnitee”each a "Relevant Person") from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of liabilities or expenses which any kind Relevant Person may suffer or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemniteeincur or, in any manner relating each case, actions in respect thereof, related to or arising out of the Revolver Commitments, the use (i) any breach or intended use alleged breach of the proceeds representations and warranties of the Loans, or the consummation of the transactions contemplated by Seller contained in this Agreement, including (ii) any failure or alleged failure of the Seller to perform its obligations under this Agreement or its subject matter relating to or (iii) any Relevant Person's role in connection herewith (including, in each case, actions arising out of the filing Sale contemplated by this Agreement but excluding, in the case of (iii) only, any losses, claims, damages, liabilities or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied expenses finally judicially determined by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that to have resulted from (and then only to the extent of) such Relevant Person's gross negligence, wilful default or fraud), and the Seller shall reimburse any obligation Relevant Person for all properly incurred expenses (including legal fees and any applicable taxes) as they are incurred by such Relevant Person in connection with investigating, preparing or defending any such action or claim, whether or not in connection with a pending or threatened litigation in which such Relevant Person is a party. If a Relevant Person is subject to tax in respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemniteeindemnity payable under this Clause 9, then Borrower the sum payable shall not have any obligation with respect be increased to such Indemnified Liabilities. Each Indemnitee amount as will promptly notify Borrower ensure that after payment of each event such tax such Relevant Person shall be left with a sum equal to the amount that it would have received in the absence of which it has knowledge which may give such charge to tax (after giving credit for any tax relief available in respect of the matter giving rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemniteeindemnity). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower the Seller under this Section 8.2 Clause 9 shall survive be in addition to any liability that the termination Seller may otherwise have. The Seller agrees that none of the Relevant Persons shall have any liability (save for the obligations imposed on the Manager under this Agreement and to the extent any liability resulted directly from any matter finally judicially determined to be caused by the gross negligence, wilful default or fraud on the part of the Relevant Person) to the Seller or any other person, directly or indirectly, arising out of or in connection with the Sale or any transactions contemplated hereby. Nothing in this Agreement is intended to give any person who is not a party to this Agreement any legal or equitable right, remedy or claim whatsoever to enforce any provision of this Agreement and which such person would not have had but for the discharge Singapore Contracts (Rights of Borrower’s Third Parties) ▇▇▇ ▇▇▇▇, except that each Relevant Person will have the right under the Singapore Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce its rights against the Company under Clause 9. Save to the extent notified in writing by the Manager to the appropriate Relevant Person, the Manager (without obligation) will have the sole conduct of any action on behalf of any Relevant Person under Clause 9. The Manager will have no responsibility to any other obligations hereunderRelevant Party under or as a result of this Agreement.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower (a) The Manager agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless the Agent-Related PersonsCompany and its officers, the Lender-Related Personsdirectors, employees, agents, affiliates and each Participant person, if any, who controls the Company within the meaning of the 1933 Act (collectively, the “Indemnitees” and individually as “Indemnitee”"Indemnified Parties" for purposes of this SECTION 10(a)) from and against any and all liabilities, obligations, losses, damagesclaims, penaltiesexpenses, actionsdamages or liabilities (including amounts paid in settlement thereof) or litigation expenses (including legal and other expenses) (collectively, causes "Losses"), to which the Indemnified Parties may become subject, insofar as such Losses (i) result from a breach by the Manager of a material provision of this Agreement, or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement or prospectus of the Funds or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. The Manager will reimburse any legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating or defending any such Losses. The Manager shall not be liable for indemnification hereunder if such Losses are attributable to the negligence or misconduct of the Company in performing its obligations under this Agreement. (b) The Company agrees to indemnify and hold harmless the Manager and the Funds and their respective officers, directors, employees, agents, affiliates and each person, if any, who controls the Funds or the Manager within the meaning of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this SECTION 10(b)) against any Losses to which the Indemnified Parties may become subject, insofar as such Losses (i) result from a breach by the Company of a material provision of this Agreement, or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement or prospectus of the Company regarding the Contracts, if any, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) result from the use by any person of a Remote Computer Terminal. The Company will reimburse any legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating or defending any such Losses. The Company shall not be liable for indemnification hereunder if such Losses are attributable to the negligence or misconduct of the Manager or the Funds in performing their obligations under this Agreement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of action, judgmentssuch indemnified party will, suitsif a claim in respect thereof is to be made against the indemnifying party hereunder, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, notify the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a indemnifying party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, commencement thereof but the use or intended use of omission so to notify the proceeds of the Loans, or the consummation of the transactions contemplated by indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of SECTION 10. In case any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing action is brought against any Indemnitee indemnified or intended party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to be indemnified pursuant participate therein and, to this Section 8.2the extent that it may wish to, Borrower will resist and defend such actionassume the defense thereof, suit, or proceeding or cause the same to be resisted and defended by with counsel designated by Borrower (which counsel shall be reasonably satisfactory to such indemnified party, and after notice from the Indemnitee indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this SECTION 10 for any legal or intended Indemnitee). Each Indemnitee will use its other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable efforts to cooperate in costs of investigation. (d) If the indemnifying party assumes the defense of any such action, writthe indemnifying party shall not, without the prior written consent of the indemnified parties in such action, settle or compromise the liability of the indemnified parties in such action, or proceeding. To permit a default or consent to the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative entry of any law judgment in respect thereof, unless in connection with such settlement, compromise or public policyconsent, Borrower shall make the maximum contribution to the payment and satisfaction each indemnified party receives from such claimant an unconditional release from all liability in respect of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundersuch claim.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), The Borrower agrees to indemnify, exonerate, defend, pay, shall indemnify and hold harmless the Agent-Related PersonsCollateral Manager, the Lender-Related Persons, the Securities Intermediary, the Collateral Administrator and each Subordinated Investor, their respective Affiliates, and each Participant their respective partners, directors, officers, employees, agents and advisors (collectively, collectively the “Indemnitees” and individually as “Indemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses (including the reasonable and documented fees, actions, causes of action, judgments, suits, claims, costs, expenses, charges and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party theretoIndemnitee), that may be imposed on, incurred by, by any Indemnitee or asserted against such Indemniteeany Indemnitee by any third party or incurred by reason of any act or omission or claim by the Borrower, any Subordinated Investor, the Securities Intermediary, the Collateral Administrator, the Lender or the Collateral Manager (as applicable) arising out of, in connection with, or as a result of (i) the execution, delivery or enforcement of this Agreement, any manner relating to other Transaction Document or arising out of the Revolver Commitmentsany agreement or instrument contemplated hereby or thereby, the use performance by the parties hereto of their respective obligations hereunder or intended use of the proceeds of the Loansthereunder, or the consummation of the transactions contemplated by this Agreementhereby or thereby, including (ii) any matter Loan or Subordinated Note or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to or arising out of the filing or recordation of any of the Loan Documents which filing foregoing, whether based on contract, tort or recordation any other theory, whether brought by a third party or by a party hereto, and regardless of whether any Indemnitee is done based upon information supplied 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 Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect by final and nonappealable judgment to Indemnified Liabilities arises have resulted from the gross negligence or willful misconduct of any such Indemnitee. To the fullest extent permitted by applicable law, then the Borrower shall not have assert, and hereby waives, any obligation 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 or Subordinated Note or the use of the proceeds thereof. No Indemnitee shall be liable for any 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. All amounts due under this subsection shall be payable within ten Business Days after demand therefor. This Section 11(e) shall not apply with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If Taxes other than any investigativeTaxes that represent losses, judicialclaims, damages, liabilities or administrative proceeding related expenses arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundernon-Tax claim.

Indemnity. (a) In addition to the payment of any expenses pursuant to Section 8.1 hereof10.2, and irrespective of whether or not the transactions contemplated hereby are shall be consummated, and without duplication each Credit Party agrees to defend (subject to the applicable Indemnitee’s selection of any additional amounts paid pursuant to Section 10.11(acounsel), Borrower agrees to indemnify, exonerate, defend, pay, pay and hold harmless the Agent-Related Personsharmless, the Lender-Related Persons, each Agent (and each Participant sub-agent thereof), Arranger, Lender and Issuing Bank and each of their respective Related Parties (collectivelyeach, the “Indemnitees” and individually as an “Indemnitee”) ), from and against any and all liabilitiesIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, obligationsIN WHOLE OR IN PART, lossesUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, damagesOR ARE CAUSED, penaltiesIN WHOLE OR IN PART, actions, causes BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) arise out of action, judgments, suits, claims, costs, expenses, and disbursements the gross negligence or willful misconduct of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitmentseach case, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated as determined by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement judgment of a court of competent jurisdiction, (ii) arise out of any investigation, litigation, claim or proceeding that does not involve any act or omission of Holdings or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any such investigation, litigation, claim or proceeding against any Agent, any Arranger or any Issuing Bank in its capacity as such) or (iii) arise with respect to Taxes, other than Taxes that represent losses or damages 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 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 Indemnitees or any of them. (b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Agent, Arranger, Lender or Issuing Bank or any Related Party of any of the foregoing on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) Each Credit Party agrees that no Agent, Arranger, Lender or Issuing Bank or any Related Party of any of the foregoing will have any liability to any Credit Party or any Person asserting claims on behalf of or in right of any Credit Party or any other Person in connection with or as a result of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except, subject to Section 10.3(b), in the case of any Credit Party to the extent that any losses, claims, damages, liabilities or expenses incurred by such Credit Party or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises have resulted from the gross negligence or willful misconduct of any such IndemniteeAgent, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeArranger, judicial, Lender or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use Issuing Bank in performing its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderor any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated Seller hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnifyindemnify Purchaser, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, Purchaser’s Affiliates and each Participant of its officers, directors, employees and agents (collectively, the “Indemnitees” and individually as “IndemniteeIndemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the allocated cost of internal counsel) Purchased Assets, Purchased Items or Collateral or in connection with any investigationof the transactions contemplated by this Agreement and the documents delivered in connection herewith, administrativeother than income, withholding or judicial proceeding, whether such Indemnitee shall be designated a party theretoother taxes imposed upon Purchaser), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may are at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) imposed on, incurred by, on or asserted against such Indemnitee, any Indemnified Party in any manner way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement or any Transactions hereunder, the other Transaction Documents, an Event of Default with respect to Seller or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence, illegal acts, fraud or willful misconduct of any Indemnified Party or from any default under any of the Transaction Documents by an Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Purchaser harmless from and indemnify Purchaser against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of the Revolver Commitmentsany violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the use Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than Purchaser’s gross negligence, fraud or intended use willful misconduct. In any suit, proceeding or action brought by Purchaser in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Purchaser harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the proceeds account debtor or obligor thereunder, arising out of the Loans, or the consummation a breach by Seller of the transactions contemplated by this Agreement, including any matter relating to obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Purchaser as and when billed by Purchaser for all Purchaser’s reasonable costs and out-of-pocket expenses incurred in connection with the filing enforcement or recordation the preservation of Purchaser’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. If an Indemnified Party claims indemnification under this Agreement, the Indemnified Party shall promptly notify Seller of such indemnification claim. After notice by any Indemnified Party, Seller shall defend such Indemnified Party against such indemnification claim (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals approved, in writing, by the Indemnified Party, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, any Indemnified Party may, in its sole discretion and at the expense of Seller, engage its own attorneys and other professionals to defend or assist it if such Indemnified Party determines that the defense as conducted by Seller is not proceeding or being diligently conducted in a commercially reasonable manner or that a conflict of interest exists between any of the Loan Documents which filing or recordation is done based upon information supplied parties represented by Borrower to Agent and its Seller’s counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, action or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) The Borrower shall indemnify each Credit Party and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, payeach Related Party thereof (each such Person being called an “Indemnified Person”) against, and hold each Indemnified Person harmless the Agent-Related Personsfrom, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, causes of action, judgments, suits, claims, costs, liabilities and related expenses, including the reasonable fees, charges and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed onIndemnified Person, incurred by, by or asserted against such Indemniteeany Indemnified Person arising out of, in connection with, or as a result of (i) the execution or delivery of any manner relating to Loan Document or arising out of the Revolver Commitmentsany agreement or instrument contemplated thereby, the use or intended use performance by the parties to the Loan Documents of the proceeds of the Loans, their respective obligations thereunder or the consummation of the transactions contemplated by this Agreementhereby or any other transactions contemplated thereby (including the Caremark Merger), including (ii) any matter relating to Loan or arising out Letter of Credit or the use of the filing proceeds thereof, (iii) any actual or recordation alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Loan Documents which filing Subsidiaries, or recordation any Environmental Liability related in any way to the Borrower or any of the 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 and regardless of whether any Indemnified Person is done based upon information supplied a party thereto, provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect by final and nonappealable judgment to Indemnified Liabilities arises have resulted primarily from the gross negligence or willful misconduct of any such IndemniteeIndemnified Person. Notwithstanding the above, then the Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim no liability under the indemnification provisions clause (i) of this Section 8.2. If to indemnify or hold harmless any investigativeIndemnified Person for any losses, judicialclaims, damages, liabilities and related expenses relating to income or administrative proceeding arising from withholding taxes or any tax in lieu of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower taxes. (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. b) To the extent that the undertaking Borrower fails to indemnifypromptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of this Section, payeach Lender severally agrees to pay to the Administrative Agent an amount equal to the product of such unpaid amount multiplied by (i) at any time when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the last day on which Commitments did exist, and hold harmless set forth in (ii) at any time when Loans are outstanding (x) if the preceding sentence may be unenforceable because it is violative of any law Commitments then exist, its Commitment Percentage or public policy(y) if the Commitments have been terminated or otherwise no longer exist, Borrower shall make the maximum contribution percentage equal to the payment fraction, (A) the numerator of which is the sum of such Lender’s Credit Exposure and satisfaction (B) the denominator of each which is the sum of the Indemnified Liabilities Aggregate Credit Exposure (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment is permissible under applicable law. sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent in its capacity as such. (c) The obligations of the Borrower and the Lenders under this Section 8.2 11.10 shall survive the termination of this Agreement the Commitments and the discharge payment of Borrower’s the Loans and the Notes and all other obligations hereunderamounts payable under the Loan Documents. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct and actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or other document contemplated thereby, the transactions contemplated hereby or any Loan or any Letter of Credit or the use of the proceeds thereof.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, (a) Each Assignor jointly and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower severally agrees to indemnify, exonerate, defend, pay, reimburse and hold harmless the Collateral Agent-Related Persons, the Lender-Related Personseach other Secured Creditor and their respective successors, assigns, employees, affiliates and each Participant agents (collectively, the “Indemnitees” and hereinafter in this Section 7.01 referred to individually as “Indemnitee,” and collectively as “Indemnitees”) harmless from and against any and all liabilities, obligations, lossesdamages, damagesinjuries, penalties, claims, demands, actions, causes of action, judgments, suits, claims, judgments and any and all reasonable and documented costs, expenses or disbursements (but limited, with respect to legal expenses, and disbursements of any kind or nature whatsoever (including, to the reasonable and documented fees fees, disbursements and disbursements other charges of one single firm of primary counsel, one firm of special counsel and one additional firm of local counsel for such Indemnitees each applicable jurisdiction for all similarly situated Indemnitees) (including for the allocated cost purposes of internal counselthis Section 7.01 the foregoing are collectively called “expenses”) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be of whatsoever kind and nature imposed on, asserted against or incurred byby any of the Indemnitees in any way relating to or arising out of this Agreement, any other Credit Document or any other document executed in connection herewith or therewith or in any other way connected with the administration of the transactions contemplated hereby or thereby or the enforcement of any of the terms of any thereof, or asserted against such Indemniteethe preservation of any rights under any thereof, or in any manner way relating to or arising out of the Revolver Commitmentsmanufacture, the use ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or intended other disposition, or use of the proceeds of the LoansCollateral (including, without limitation, latent or the consummation of the transactions contemplated by this Agreementother defects, including any matter relating to whether or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”not discoverable); provided, provided that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to Indemnified Liabilities arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower no Indemnitee shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.27.01(a) for losses, Borrower will resist and defend damages or liabilities to the extent caused by the gross negligence, bad faith, willful misconduct or material breach of such action, suitIndemnitee’s obligations under this Agreement, or proceeding from a dispute solely among Indemnitees (other than any such dispute against any Person acting in its capacity as an “agent” hereunder, as to which such indemnity shall apply) at a time when the Assignors have not breached their obligations hereunder in any material respect (as determined by a court of competent jurisdiction in a final and non-appealable decision). (b) Without limiting the application of Section 7.01(a) hereof, each Assignor agrees, jointly and severally, to pay or cause reimburse the same to be resisted Collateral Agent for any and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory all reasonable and documented fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation or protection of the Collateral Agent’s Liens on, and security interest in, the Collateral, including, without limitation, all reasonable and documented fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge of any taxes or Liens upon or in respect of the Collateral, premiums for insurance with respect to the Indemnitee Collateral and all other reasonable and documented fees, costs and expenses in connection with protecting, maintaining or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in preserving the defense of any such actionCollateral and the Collateral Agent’s interest therein, writwhether through judicial proceedings or otherwise, or proceeding. To the extent that the undertaking to indemnifyin defending or prosecuting any actions, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative suits or proceedings arising out of any law or public policy, Borrower shall make the maximum contribution relating to the payment Collateral (but limited, with respect to legal expenses, to the reasonable and satisfaction documented fees, disbursements and other charges of one single form of primary counsel, one firm of special counsel and one additional firm of local counsel for each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderjurisdiction).

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower The Corporation agrees to indemnify, exonerate, defend, pay, indemnify and hold save harmless the Agent-Related Persons, Agent and the Lender-Related PersonsU.S. Agent and their affiliates, and each Participant of their respective directors, officers, employees, shareholders, partners, agents and advisors (collectively, the “IndemniteesIndemnified Parties” and individually as each, an “IndemniteeIndemnified Party”) ), from and against any and all liabilitieslosses (except loss of profit), obligationsclaims, lossesactions, suits, proceedings, damages, penaltiesliabilities or expenses of whatsoever nature or kind, including the aggregate amount paid in reasonable settlement of any actions, causes of action, judgments, suits, claimsproceedings, costsinvestigations or claims and the reasonable, expenses, actual and disbursements of any kind or nature whatsoever (including, the reasonable and documented accountable fees and disbursements expenses of their counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigationaction, administrativesuit, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), investigation or claim that may be imposed onmade or threatened against any Indemnified Party or in enforcing this indemnity (collectively, incurred the “Claims”) to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, or asserted against such Indemniteeresult from, in any manner relating to or arising arise out of the Revolver Commitmentsor are based upon, directly or indirectly, the use performance of professional services rendered to the Corporation by an Indemnified Party hereunder or intended use of otherwise in connection with the proceeds of the Loans, or the consummation of the transactions contemplated by matters referred to in this Agreement, including whether performed before or after the Corporation’s execution of this Agreement, and further agrees to immediately reimburse each Indemnified Party forthwith, upon demand, for any matter relating legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim. The Corporation also agrees that no Indemnified Party shall have any liability (either direct or indirect, in contract or tort or otherwise) to the Corporation or arising out any person asserting Claims on the Corporation’s behalf or in right for or in connection with the performance of professional services rendered to the Corporation by an Indemnified Party hereunder or otherwise in connection with the matters referred to in this Agreement, whether performed before or after the Corporation’s execution of the filing Agreement, except to the extent that any losses, expenses, Claims, actions, damages or recordation of any of liabilities incurred by the Loan Documents which filing or recordation is done based upon information supplied Corporation are determined by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction in a final judgement that has become non-appealable to have resulted from the Indemnified Party’s breach of this Agreement, or the gross negligence, wilful misconduct or fraud of such Indemnified Party. In the event and to the extent that a court of competent jurisdiction in a final judgement that has become non-appealable determines that an Indemnified Party breached this Agreement, or was grossly negligent or guilty of wilful misconduct or fraud in connection with a Claim in respect of which the Corporation has advanced funds to the Indemnified Party pursuant to this indemnity, such Indemnified Party shall immediately reimburse such funds to the Corporation and thereafter this indemnity shall not apply to such Indemnified Party in respect of such Claim. The Corporation agrees to waive any right the Corporation might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. In case any Claim is brought against an Indemnified Party, or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Corporation, the Indemnified Party will give the Corporation prompt written notice of any such Claim or investigation of which the Indemnified Party has knowledge and the Corporation will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Corporation of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in the forfeiture by the Corporation of substantive rights or defences or the extent that the Corporation is materially prejudiced thereby. No admission of liability and no settlement, compromise or termination of any Claim shall be made without the Corporation’s consent and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld. Notwithstanding that the Corporation will undertake the investigation and defence of any Claim, an Indemnified Party will have the right to employ separate counsel with respect to any Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Liabilities arises from Party unless: (a) the gross negligence or willful misconduct employment of such counsel has been authorized in writing by the Corporation; (b) the Corporation has not assumed the defence within a reasonable period of time after receiving notice of such Claim; (c) the named parties to any such IndemniteeClaim include both the Corporation and the Indemnified Party and the Indemnified Party shall have been advised by counsel in writing that there may be a conflict of interest between the Corporation and the Indemnified Party; or (d) the Indemnified Party has been advised in writing by counsel that there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Corporation, which makes representation by the same counsel inappropriate. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise. If for any reason the foregoing indemnification is unavailable (other than in accordance with the terms hereof) to the Indemnified Parties (or any of them) or insufficient to hold them harmless, then Borrower the Corporation shall contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim in such proportion as is appropriate to reflect not have only the relative benefits received by the Corporation on the one hand and the Indemnified Parties on the other hand, but also the relative fault of the Corporation and the Indemnified Parties, as well as any obligation other equitable considerations which may be relevant; provided that the Corporation shall, in any event, contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim, any amount in excess of the fees actually received by the Indemnified Parties hereunder in which case such fees and expenses will be for the Corporation’s account. The Corporation hereby acknowledges the Agent as trustee for each of the other Indemnified Parties of the Corporation’s covenants under this indemnity with respect to such persons and the Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such persons. The Corporation agrees to immediately reimburse the Agent monthly for the time spent by an Indemnified LiabilitiesParty in connection with any Claim at their reasonable per diem rates. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If The Corporation also agrees that if any investigative, judicialClaim shall be brought against, or administrative proceeding arising from any an investigation commenced in respect of the foregoing is brought against any Indemnitee indemnified Corporation or intended to be indemnified pursuant to this Section 8.2, Borrower will resist the Corporation and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel Indemnified Parties shall be reasonably satisfactory required to testify, participate or respond in respect of or in connection with the performance of professional services rendered to the Indemnitee Corporation by an Indemnified Party hereunder or intended Indemnitee). Each Indemnitee otherwise in connection with the matters referred to in this Agreement, the Agent shall have the right to employ its own counsel in connection therewith and the Corporation will use its immediately reimburse the Agent monthly for the time spent by an Indemnified Party in connection therewith at their reasonable efforts to cooperate in the defense of any per diem rates together with such actionfees and disbursements and reasonable, writ, or proceeding. To the extent that the undertaking to indemnify, pay, actual and hold harmless set forth in the preceding sentence accountable expenses as may be unenforceable because it is violative of any law or public policyincurred, Borrower shall make including the maximum contribution to the payment fees and satisfaction of each disbursements of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of BorrowerAgent’s other obligations hereundercounsel.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, shall indemnify and hold harmless the Agent-Related Personseach of Agents, the Lender-Related PersonsLenders and their respective Affiliates, and each Participant such Person's respective Related Parties (collectivelyeach, the “Indemnitees” and individually as “Indemnitee”) an "Indemnified Person"), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damagesliabilities and expenses (including reasonable legal fees, penalties, actions, causes of action, judgments, suits, claims, costs, expenseson a solicitor and client basis, and disbursements and other costs of investigation or defence, including those incurred upon any kind appeal) which may be instituted or nature whatsoever (includingasserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the reasonable other Loan Documents and documented fees the administration of such credit, and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreementhereunder and thereunder and any actions or failures to act in connection therewith, including any matter relating to or and all Environmental Liabilities and legal costs and expenses arising out of the filing or recordation of incurred in connection with disputes between or among any parties to any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “collectively, "Indemnified Liabilities”"); provided, provided that if determined in a final, non-appealable judgement of a court of competent jurisdiction Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any obligation with respect to such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Liabilities arises from the Person's gross negligence or willful misconduct of any such Indemniteewilful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeANY SUCCESSOR, judicialASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2FOR INDIRECT, Borrower will resist and defend such actionPUNITIVE, suitEXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderSUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof4.15 and Section 9.6, and irrespective of whether or not the transactions contemplated hereby are shall be consummated, each of the Borrowers and without duplication each of their respective Subsidiaries (as "Indemnitor") agrees, jointly and severally, to indemnify each Lender, each holder of any additional amounts paid pursuant to Section 10.11(aLoan or, Senior Note and any Warrant and any stockholder, general partner, limited partner, officer, director, agent and Affiliate of any such Lender or holder (collectively called the "Indemnitees"), Borrower agrees to indemnify, exonerate, defend, payin respect of, and hold them harmless the Agent-Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed onLosses suffered, incurred by, or asserted against such Indemniteesustained by any of them or to which any of them becomes subject, in any manner relating to or arising out of or relating to this Agreement, the Revolver CommitmentsOperative Agreements, the Lenders' agreements to make the Loans or the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel Loans hereunder (the “"Indemnified Liabilities”"); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that the Indemnitor shall not have any obligation to an Indemnitee hereunder with respect to an Indemnified Liabilities Liability to the extent that such Indemnified Liability arises solely from the gross negligence or willful misconduct of that Indemnitee. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that any failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) the ability of the Indemnitor to provide such indemnification is prejudiced thereby. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that no Indemnitor will settle any such claim without (i) the appropriate Indemnitee's prior written consent which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the circumstances involving such claim) so long as in any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, then Borrower shall not have any obligation the Indemnitor is responsible to the Indemnitee with respect to such Indemnified Liabilities. Each claim to the extent and subject to the limitations set forth herein; provided, however, that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee there are one or more defenses available to the Indemnitee which are not available to the Indemnitor; provided, further, that with respect to any claim as to which the Indemnitee is controlling the defense, the Indemnitor will promptly notify Borrower of each event of which it has knowledge which may give rise not be liable to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified for any settlement of any claim pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use 9.4 that is effected without its reasonable efforts to cooperate in the defense of any such action, writ, or proceedingprior written consent. To the extent that the undertaking to indemnify, pay, indemnify and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law Law or public policy, Borrower the Company shall make contribute the maximum contribution portion which it is permitted to pay and satisfy under applicable Law, to the payment and satisfaction of each of the all Indemnified Liabilities that is permissible under applicable law. The obligations incurred by the Indemnitee for any of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderthem.

Indemnity. In addition to The Borrower shall indemnify the payment Joint Lead Arrangers and each Secured Party, as well as each Related Party and each assignee of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, foregoing Persons (each such Person and each Participant (collectively, the “Indemnitees” and individually as such assignee being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, any and all liabilitieslosses, obligationsclaims, lossescost recovery actions, damages, penalties, actions, causes expenses and liabilities of action, judgments, suits, claims, costs, expenses, whatsoever nature or kind and disbursements of all reasonable out-of-pocket expenses and all applicable Taxes (other than Excluded Taxes) to which any kind Indemnitee may become subject resulting from or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, (a) the execution or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out delivery of the Revolver CommitmentsLoan Documents or any agreement or instrument contemplated thereby, the use performance by the parties thereto of their respective obligations thereunder, and the consummation of the Transactions or intended any other transactions thereunder, (b) any Loan or Letter of Credit or any actual or proposed use of the proceeds therefrom, including, subject to the terms of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter refusal by an LC Issuer to honour 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, (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by an Obligor, or any Environmental Liability related in any way to an Obligor, (d) any actual or prospective third party claim, litigation, investigation or proceeding relating to or arising out of the filing or recordation of any of the Loan Documents which filing foregoing, whether based on contract, tort or recordation any other theory and regardless of whether any Indemnitee is done based upon information supplied a party thereto, or (e) the enforcement of any Indemnitee’s rights hereunder and any related assessment, investigation, defence, preparation of defence, litigation and enquiries; 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 Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect by final and non-appealable judgment to Indemnified Liabilities arises have resulted from the gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or willful wilful misconduct of, or material breach of this Agreement, any other Loan Document or any other document, waiver or consent delivered in connection therewith by, such Indemnitee. The Borrower will have the right, at its expense, to assume the defence of any such Indemniteethird party claim, then Borrower shall not have any obligation with respect litigation, investigation or proceeding relating to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any (including settlement on terms approved by the Borrower and Required Lenders, acting reasonably). Any Indemnitee indemnified or intended shall have the right to be indemnified pursuant counsel of its own choice to this Section 8.2represent it, Borrower will resist but the fees and defend expenses of such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably at the expense of such Indemnitee unless (i) the Borrower has failed promptly to assume the defence and employ counsel satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such actionAdministrative Agent, writacting reasonably, or proceeding. To (ii) such Indemnitee shall have been advised by counsel that there exist actual or potential conflicting interests between the extent that the undertaking to indemnify, pay, Borrower and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.such Indemnitee;