Common use of Indemnification Limitation of Liability Clause in Contracts

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify In consideration of the execution and hold harmless delivery of this Agreement by the Agent and each Lender and each the extension of their affiliates credit under the Loans, the Borrower hereby indemnifies, exonerates and their respective holds the Lender and its affiliates, officers, directors, employees, agents, agents and advisors (eachcollectively, an the "Indemnified PartyParties") free and harmless from and against any and all claims, damagesactions, causes of action, suits, losses, liabilitiescosts, costsliabilities and damages, and expenses incurred in connection therewith (includingirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), without limitation, including reasonable attorneys' feesfees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (includingof, without limitation, or in connection with any investigationthe execution, litigationdelivery, enforcement, performance or proceeding or preparation administration of defense in connection therewith) this Agreement and the other Loan Documents, or any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Lender, the shareholders or creditors of the Lender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein or the actual or proposed use of the proceeds of the Loansare consummated, except to the extent such claim, damage, loss, liability, cost, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In , and if and to the case extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of an investigation, litigation or other proceeding to each of the Indemnified Liabilities which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummatedpermissible under applicable law. The Borrower agrees not that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to assert any claim against the Agent, any Lenderit, any of their affiliatesits Subsidiaries, any Credit Party, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, security holders or punitive damages creditors thereof arising out of of, related to or otherwise relating to the Loan Documents, any of in connection with the transactions contemplated herein herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or the actual willful misconduct; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or proposed use of the proceeds of the Loansspecial, as opposed to direct, damages.

Indemnification Limitation of Liability. (a) The Each Borrower agrees to indemnify and hold harmless the Facility Agent, Collateral Agent (which term for purposes of this Section 8.9 includes the “Mortgagee”) under each Security Agreement), the Joint Lead Arrangers and each Lender and each of their affiliates Affiliates and their respective officers, directors, employees, agentsFacility Agents, and advisors (each, an "“Indemnified Party"”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable external attorneys' ’ fees, but excluding principal and accrued interest on any Loan) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Related Documents, any of the transactions contemplated herein herein, any ACS Group Aircraft, Engine or other Collateral, any possession, performance, transportation, management, sale, ownership, registration, mortgage, charging, control, maintenance, service, repair, design, testing, defect, overhaul, purchase, bearing, use or operation of any ACS Group Aircraft, Engine or other Collateral, or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's ’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 8.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated in any Related Document, except to the extent that such liability directly results from such Indemnified Party’s gross negligence or willful misconduct. Each Borrower agrees not to assert any claim against the Facility Agent, the Joint Lead Arrangers, any Lender, any of their affiliatesAffiliates, or any of their respective directors, officers, employees, attorneys, agentsFacility Agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Related Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Company and each Borrower jointly and severally agrees to indemnify absolutely and unconditionally and hold harmless the each Agent and each Lender (including the Australian Facility Swing Line Lender), the Issuing Bank, the Bank Guarantee Issuers and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses, including, without limitation, all claims, damages, losses, liabilities, costs and expenses described in SECTION 6.09 (includingthe foregoing also to include, without limitation, reasonable attorneys' feesfees (including the allocated cost of internal counsel), settlement costs and disbursements) ("Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. If and to the extent the foregoing may be unenforceable for any reason, the Company and each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each Indemnified Liability which is permissible under applicable law. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 SECTION 13.10 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their its affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, including reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, including in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 10.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Facility Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. In case any claim is asserted or any action or proceeding is brought against an Indemnified Party, such Indemnified Party shall promptly notify the Borrower of such claim, action or proceeding and the Borrower shall resist, settle or defend with counsel reasonably acceptable to such Indemnified Party such claim, action or proceeding. If, within ten (10) days of the Borrower's receipt of such notice, the Borrower does not commence and continue to prosecute the defense of such claim, action or proceeding, then such Indemnified Party may retain legal counsel to represent it in such defense and the Borrower shall indemnify such Indemnified Party for the reasonable fees and expenses of such legal counsel. Subject to the foregoing, the Indemnified Parties shall cooperate and join with the Borrower, at the expense of the Borrower, as may be required in connection with any action taken or defended by the Borrower. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their its affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective 87 officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 SECTION 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "“Indemnified Party"”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' ’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansLoans (collectively, “Indemnified Liabilities”), except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's ’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted fom such Indemnified Party’s gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 13.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The 108 115 Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower ---------------------------------------- agrees to indemnify and hold harmless the Agent Administrative Agent, BAS, and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 11.9 applies, such indemnity shall be ------------ effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The In consideration of the execution and delivery of this Agreement by the Agent and each Lender and the extension of credit under the Loans, the Borrower agrees to indemnify hereby indemnifies, exonerates and hold harmless holds the Agent and each Lender and each of their affiliates and their respective affiliates, officers, directors, employees, agents, agents and advisors (eachcollectively, an the "Indemnified PartyParties") free and harmless from and against any and all claims, damagesactions, causes of action, suits, losses, liabilitiescosts, costsliabilities and damages, and expenses incurred in connection therewith (includingirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), without limitation, including reasonable attorneys' feesfees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (includingof, without limitation, or in connection with any investigationthe execution, litigationdelivery, enforcement, performance or proceeding or preparation administration of defense in connection therewith) this Agreement and the other Loan Documents, or any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Agent or any Lender, the shareholders or creditors of the Agent or any Lender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein or the actual or proposed use of the proceeds of the Loansare consummated, except to the extent such claim, damage, loss, liability, cost, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In , and if and to the case extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of an investigation, litigation or other proceeding to each of the Indemnified Liabilities which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummatedpermissible under applicable law. The Borrower agrees not to assert that no Indemnified Party shall have any claim against the Agent, any Lender, any of their affiliates, liability (whether direct or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, in contract or punitive damages arising out of tort or otherwise relating otherwise) to the Loan Documentsit, any of the Guarantors, any Credit Party, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or the actual willful misconduct; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or proposed use of the proceeds of the Loansspecial, as opposed to direct, damages.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent each Agent-Related Person and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansLoans (all of the foregoing, collectively, the "Indemnified Liabilities"), except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the any Agent-Related Person, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to shall indemnify and hold harmless the Agent and each Lender Bank and each of their its affiliates and their respective officers, directors, employees, agents, agents and advisors (each, an "“Indemnified Party"”) from and against any and all claims, damages, losses, liabilities, costs, costs and expenses (including, including without limitation, limitation reasonable attorneys' ’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, including without limitation, limitation in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Credit Documents, any Collateral, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansAdvance or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any of the assets, properties or operations of Borrower, any Subsidiary or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost, cost or expense is found in a judgment by a court of competent jurisdiction to have resulted results from such Indemnified Party's ’s gross negligence or willful misconductmisconduct or willful breach of this Agreement. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 §11.21 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower hereby waives and agrees not to assert any claim against the Agent, any LenderBank, any of their its affiliates, or any of their respective directors, officers, employees, attorneys, agents, agents and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Credit Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loans.Advance. To the extent that any of the indemnities required from Borrower under this §11.21 are unenforceable because they violate any Applicable Law or public policy, Borrower shall pay the maximum amount which it is permitted to pay under Applicable Law. -36-

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Administrative Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigationinvestigation relating to litigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Parent and each Borrower jointly and severally (subject to Section 4.10 hereof) agrees to indemnify absolutely and unconditionally and hold harmless the Agent and Agent, the Offshore Facility Agent, each Lender Lender, the Issuing Bank, the Swingline Lender, and each of their respective affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") ), from and against any and all claims, damages, losses, liabilities, costs, and expenses (includingthe foregoing also to include, without limitation, reasonable attorneys' fees, settlement costs and disbursements) (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. If and to the extent the foregoing may be unenforceable for any reason, the Parent and each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each Indemnified Liability which is permissible under applicable law. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 12.10 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Parent, any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Parent and the Borrower agrees agree to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 13.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its Parent or the Borrower or any of their directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Parent and the Borrower agrees agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Parent and the Borrower agree not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their 100 respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' feesfees and disbursements) ("Indemnified Liabilities") that may be are incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in 103 connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconductmisconduct or to the extent relating to actions or proceedings between or among the Indemnified Parties and the Lenders not arising from any action or inaction of the Borrower or any other Credit Party. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 SECTION 13.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, If and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documentsextent that the foregoing undertaking may be unenforceable for any reason, any the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the transactions contemplated herein or the actual or proposed use Indemnified Liabilities which is permissible under applicable law. This SECTION 13.9 supersedes any prior agreements of the proceeds of the Loansparties as to indemnification or limits on liability.

Indemnification Limitation of Liability. (a) The In consideration of the execution and delivery of this Agreement by the Agent and each Lender and the extension of credit under the Loans, the Borrower agrees to indemnify hereby indemnifies, exonerates and hold harmless holds the Agent and each Lender and each of their affiliates and their respective affiliates, officers, directors, employees, agents, agents and advisors (eachcollectively, an the "Indemnified PartyParties") free and harmless from and against any and all claims, damagesactions, causes of action, suits, losses, liabilitiescosts, costsliabilities and damages, and expenses incurred in connection therewith (includingirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), without limitation, including reasonable attorneys' feesfees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (includingof, without limitation, or in connection with any investigationthe execution, litigationdelivery, enforcement, performance or proceeding or preparation administration of defense in connection therewith) this Agreement and the other Loan Documents, or any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Agent or any Lender, the shareholders or creditors of the Agent or any Lender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein or the actual or proposed use of the proceeds of the Loansare consummated, except to the extent such claim, damage, loss, liability, cost, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In , and if and to the case extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of an investigation, litigation or other proceeding to each of the Indemnified Liabilities which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummatedpermissible under applicable law. The Borrower agrees not that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to assert any claim against it, to the Agent, any Lender, Parent or to any of their affiliatesSubsidiaries, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, security holders or punitive damages creditors thereof arising out of of, related to or otherwise relating to the Loan Documents, any of in connection with the transactions contemplated herein herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or the actual willful misconduct; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or proposed use of the proceeds of the Loansspecial, as opposed to direct, damages.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent Agent, BAS and each Lender and each of their affiliates and their respective officers, directors, employees, agents, employees and advisors counsel to the Agent (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' feesfees and expenses of counsel and, without duplication, the allocated cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Spinoff, the Line of Business Transfer or the Revolving Credit Facility, the Transaction Documents, any of the transactions contemplated specified therein or herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (i) such Indemnified Party's gross negligence or willful misconductmisconduct or (ii) legal proceedings commenced against such Indemnified Party by any other Indemnified Party. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section SECTION 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries or any Guarantor, arising out of, related to or in connection with the transactions contemplated herein or in any of the Transaction Documents, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Transaction Documents, any of the transactions contemplated therein or herein or the actual or proposed use of the proceeds of the Loans, except for claims for such special, indirect, consequential, or punitive damages directly arising out of such party's gross negligence or willful misconduct. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this SECTION 12.9 shall survive the payment in full of the Loans and all other amounts payable under this Agreement.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent Agent, BAS and each Lender and each of their affiliates and their respective officers, directors, employees, agents, employees and advisors counsel (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Spinoff, the Line of Business Transfer, the Revolving Credit Facility, the Transaction Documents, any of the transactions contemplated therein or herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 SECTION 13.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein or in any of the 96 103 Transaction Documents, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Transaction Documents, any of the transactions contemplated therein or herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, Loans except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower hereby agrees to indemnify and hold harmless the Agent Bank (and each Lender and each of their affiliates and their respective its directors, officers, directors, employees, agents, agents and advisors (each, an "Indemnified Party"counsel) from and against any and all claims, damages, losses, liabilities, costs, and costs or expenses (including, without limitation, including reasonable attorneys' fees) that whatsoever which the Bank may incur (or which may be incurred claimed against the Bank by or asserted or awarded against any Indemnified Party, in each case arising out Person whatsoever) by reason of or in connection with (a) the issuance or a transfer of, or payment or failure to pay under, the Direct Pay Letters of Credit, (b) any breach by reason the Borrower of any representation, warranty, covenant, term or condition in, or the occurrence of any default under, this Agreement and any of the other Loan Documents, including all reasonable fees or expenses resulting from the settlement or defense of any claims or liabilities arising as a result of any such breach or default, (includingc) involvement of the Bank in any legal suit, without limitationinvestigation, proceeding, inquiry or action as a consequence, direct or indirect, of the Bank's issuance of the Direct Pay Letters of Credit or participation therein, its entering into this Agreement and any other Loan Document or any other event or transaction contemplated by any of the foregoing, (d) any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in an official statement or remarketing statement or other offering document relating to the Notes or Bonds offered for sale or remarketing thereby, or any omission or alleged omission from such official statement or remarketing statement or other offering document or any amendment thereof or supplement thereto, of any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that the Borrower shall have no such liability with respect to any information set forth therein regarding the Bank, the Direct Pay Letters of Credit, this Agreement or the other Loan Documents that was made, provided or certified by the Bank, or (e) any tender of the Bonds resulting from a reduction of the credit rating of the Bank or any deterioration in the Bank's financial condition (provided that the Bank shall have honored its obligation to purchase Bonds or Notes in connection with any investigationtender thereof pursuant to the applicable Direct Pay Letters of Credit); provided, litigationhowever, that the Borrower shall not be required to indemnify the Bank for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the Bank, or proceeding or preparation of defense in connection therewith(ii) the Loan DocumentsBank's willful or grossly negligent failure to pay under any Direct Pay Letters of Credit after the presentation to it by the Note Trustee or Bond Trustee, as the case may be, of a sight draft and certificate strictly complying with the terms and conditions of said Direct Pay Letter of Credit, unless the Bank in good faith and upon advice of counsel believes that it is prohibited by law or other legal authority from making such payment. In the event that any claim is made or action is brought against the Bank (or any director, officer, employee, counsel or agent of the Bank) in respect of which the Borrower is obligated to indemnify and hold harmless the Bank under this Section, the Bank will give prompt written notice to the Borrower of such claim or action and the Bank may direct the Borrower to assume the defense of the claim and any action brought thereon and pay all reasonable fees and expenses incurred therein, and if the Borrower fails to do so, the Bank may assume the defense of any such claim or action, the reasonable costs of which shall be paid by the Borrower. Nothing in this Section 10.08 is (a) intended to limit any of the transactions contemplated herein Borrower's reimbursement or payment obligations contained in this Agreement or the actual other Loan Documents or proposed use (b) intended to mitigate any obligation of the proceeds Borrower to indemnify the Bank hereunder notwithstanding any payment by the Guarantor under the terms of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconductGuaranty. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansTHE BORROWER'S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 10.08 SHALL SURVIVE THE TERMINATION OF THE DIRECT PAY LETTERS OF CREDIT AND THIS AGREEMENT.

Indemnification Limitation of Liability. (a) The Borrower ---------------------------------------- agrees to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non- appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent Agent, BAS and each Lender and each of their affiliates and their respective officers, directors, employees, agents, employees and advisors counsel to the Agent (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' feesfees and expenses of counsel and, without duplication, the allocated cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Spinoff, the Line of Business Transfer or the Revolving Credit Facility, the Transaction Documents, any of the transactions contemplated specified therein or herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (i) such Indemnified Party's gross negligence or willful misconductmisconduct or (ii) legal proceedings commenced against such Indemnified Party by any other Indemnified Party. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 SECTION 13.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries or any Guarantor, arising out of, related to or in connection with the transactions contemplated herein or in any of the Transaction Documents, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Transaction Documents, any of the transactions contemplated therein or herein or the actual or proposed use of the proceeds of the Loans, except for claims for such special, indirect, consequential, or punitive damages directly arising out of such party's gross negligence or willful misconduct. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this SECTION 13.9 shall survive the payment in full of the Loans and all other amounts payable under this Agreement and each other Loan Document and the occurrence of the Facility Termination Date.

Indemnification Limitation of Liability. (a) The Borrower agrees Borrowers, to the maximum extent permitted by applicable law, agree to indemnify and hold harmless each Agent, each Arranger, the Agent syndication agent, the documentation agent, each L/C Issuer and each Lender Lender, and each Related Party of their affiliates and their respective officers, directors, employees, agents, and advisors any of the foregoing Persons (eacheach such Person, an "“Indemnified Party"”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' ’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) (i) in the case of the Arrangers, the Agents and their Related Parties only, the structuring, arrangement or syndication of the credit facilities established hereby (and all related commitment and fee letters and the execution, delivery or performance thereof) and (ii) this Agreement and the other Loan Documents, any of Documents and the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansLoans or Letters of Credit (collectively, except “Indemnified Liabilities”), except, in each case, to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's ’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 11.09 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any Borrower or any of its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees Borrowers agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any of them, any of their subsidiaries, any guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct. The Borrowers agree not to assert any claim against any Agent, any Arranger, the Agentsyndication agent, the documentation agent, any L/C Issuer, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisersthe Related Parties of any of the foregoing, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to this Agreement or the other Loan Documents, Documents or any of the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansLoans or the Letters of Credit. For the avoidance of doubt, no amount shall be payable pursuant to this Section 11.09 in respect of Taxes or Other Taxes, the compensation for which is governed solely by Article III.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, officers directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' feesfees and disbursements) that may be ("Indemnified Liabilities") incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconductmisconduct or to the extent relating to actions or proceedings between or among the Indemnified Parties and the Lenders not arising from any action or inaction of the Borrower or any Credit Party. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, If and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documentsextent that the foregoing undertaking may be unenforceable for any reason, any the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the transactions contemplated herein or the actual or proposed use Indemnified Liabilities which is permissible under applicable law. This Section 11.9 supersedes any prior agreements of the proceeds of the Loansparties as to indemnification or limits on liability.

Indemnification Limitation of Liability. (a) The Each Borrower agrees to protect, indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") Indemnitees from and against any and all claimsliabilities, damagesobligations, losses, liabilities, costs, and expenses damages (including, without limitation, reasonable attorneys' fees) that may be incurred by consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigationinvestigative, litigationadministrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or proceeding asserted against such Indemnitees (whether direct, indirect, or preparation consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of defense in connection therewith(i) any act or omission of the Borrower, the Guarantors, any Affiliate of any such Persons, or any other Person with respect to (x) the Loan Documentstransactions evidenced by or relating to this Agreement, the Notes or any of the transactions contemplated herein Security Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lender contained herein, the making of the Term Loans, or the actual management of the Term Loans or proposed the Collateral, or (z) the use or the intended use of the proceeds of the LoansTerm Loans hereunder; or (ii) any claim, except cause of action, event or circumstances relating to the extent such claimbusiness, damageassets, lossproperties, liabilitylicenses or operations of the Borrowers, costincluding, without limitation, all claims relating to or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of the condition, quality, maintenance or otherwise relating use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the Borrowers' compliance with the rules and regulations of the FCC and other applicable law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 10.11 with respect to matters indemnified hereby which are caused by or resulting from the willful misconduct or gross negligence of such Indemnitee. 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, the Borrowers shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the Loan Documents, any payment and satisfaction of all indemnified matters incurred by the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansIndemnitees.

Indemnification Limitation of Liability. (a) The In consideration of the execution and delivery of this Agreement by the Agent and each Lender and the extension of credit under the Loans, the Borrower agrees to indemnify hereby indemnifies, exonerates and hold harmless holds the Agent and each Lender and each of their affiliates and their respective affiliates, officers, directors, employees, agents, agents and advisors (eachcollectively, an the "Indemnified PartyParties") free and harmless from and against any and all claims, damagesactions, causes of action, suits, losses, liabilitiescosts, costsliabilities and damages, and expenses incurred in connection therewith (includingirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), without limitation, including reasonable attorneys' feesfees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (includingof, without limitation, or in connection with any investigationthe execution, litigationdelivery, enforcement, performance or proceeding or preparation administration of defense in connection therewith) this Agreement and the other Loan Documents, or any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Agent or any Lender, the shareholders or creditors of the Agent or any Lender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein or the actual or proposed use of the proceeds of the Loansare consummated, except to the extent such claim, damage, loss, liability, cost, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. In The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of the case Guarantors, any Loan Party, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of an investigationcompetent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct; provided, litigation however, in no event shall any Indemnified Party be liable for consequential, indirect or special, as opposed to direct, damages. Without prejudice to the survival of any other proceeding to which agreement of the indemnity Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by survive the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any payment in full of the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansLoans and all other amounts payable under this Agreement.

Indemnification Limitation of Liability. (a) The Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify and hold harmless the Agent each Agent-Related Person and each Lender and each of their affiliates Affiliates and their respective officers, directors, employees, agents, and advisors (each, an "“Indemnified Party"”) from and against any and all claims, damages, losses, liabilities, costsand reasonable, documented out-of-pocket costs and expenses (includinglimited, without limitationin the case of counsel, to the reasonable and documented attorneys' fees’ fees of one primary counsel to the Indemnified Parties, taken as a whole, and an additional single local counsel in each applicable local jurisdiction for all such Indemnified Parties (and, to the extent reasonably necessary in the case of an actual or perceived conflict of interest, one additional counsel for all similarly situated affected Indemnified Parties)) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansLoans or the Letters of Credit (all of the foregoing, collectively, the “Indemnified Liabilities”), except to the extent that any such claim, damage, loss, liability, cost, or expense Indemnified Liability (i) is found in by a judgment or determination of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Party or such Indemnified Party’s affiliates, directors, officers, employees, advisors or agents, (ii) is found by a judgment or determination of a court of competent jurisdiction to have resulted from a breach in any material respect of the obligations of such Indemnified Party's gross negligence Party under the Loan Documents or willful misconduct(iii) arises out of or in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of the Borrower’s affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than any such claim, litigation, investigation or proceeding brought against any Indemnified Party solely in its capacity as such or in fulfillment of its role as an Agent, Arranger or similar role under the Revolving Credit Facility). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to assert it, any claim against of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found by a judgment or determination of a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. Neither any Agent-Related Person, nor any Lender, nor any of their affiliatesAffiliates, or nor any of their respective directors, officers, employees, attorneys, agentsagents or advisors (collectively, and advisersthe “Agent/Lender Entities”) shall be liable, on any theory of liability, for (and the Borrower and its Affiliates agree not to assert any claim against any Agent/Lender Entity for) any special, indirect, consequential, consequential or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein therein or the actual or proposed use of the proceeds of the Loans. Neither the Borrower nor any of the Borrower’s affiliates nor any of their respective directors, officers, employees, attorneys, agents and advisors (collectively, the “Borrower Entities”) shall be liable, on any theory of liability, for (and Agent-Related Persons, Lenders and their respective Affiliates agree not to assert any claim against any Borrower Entities for) any special, indirect, consequential or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated therein or the actual or proposed use of the proceeds of the Loans (other than in respect of any such damages incurred or paid by any Indemnified Party to a third party in circumstances in which such Indemnified Party is otherwise entitled to indemnification in accordance with the terms of this Section 11.9).

Indemnification Limitation of Liability. (a) The Whether or not the transactions contemplated herein are consummated, the Borrower agrees to shall indemnify and hold harmless the Agent each Agent-Related Person and each Lender and each of their affiliates Affiliates and their respective officers, directors, employees, agents, and advisors attorneys-in-fact (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) of any kind or nature that may be incurred by or asserted or awarded against any Indemnified Party, in each case any way arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Credit Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansLoans or any actual or alleged presence or release of Hazardous Substances on or from any property currently or formerly owned or operated by the Borrower or any Subsidiary (including any Excluded Subsidiary), or any Environmental Claim related in any way to the Borrower or any Subsidiary (including any Excluded Subsidiary) (all of the foregoing, collectively, the "Indemnified Liabilities"), except to the extent such claim, damage, loss, liability, cost, or 112 expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 SECTION 14.2 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummatedthereto. The Borrower agrees not that no Indemnified Party shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnified Party have any liability for any indirect or consequential damages relating to assert this Agreement or any claim against other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date). All amounts due under this SECTION 14.2 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any termination of the transactions contemplated herein Commitments and the repayment, satisfaction or discharge of all the actual or proposed use of the proceeds of the Loansother Obligations.

Indemnification Limitation of Liability. (a) The Borrower agrees to Company shall indemnify and hold harmless the Agent L/C Issuer and each Lender its Affiliates and each of their affiliates and their respective officers, directors, employees, advisors, agents, controlling persons and advisors other representatives (eachcollectively, an "Indemnified Party"the “Indemnitees”) from and against (and will reimburse each Indemnitee, as and when incurred, for) any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilitiesclaims, demands, actions, judgments, suits, costs (including settlement costs), disbursements, and reasonable and documented or invoiced out-of-pocket fees, costs and expenses (includingincluding the reasonable fees, without limitationdisbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, reasonable attorneys' fees(ii) that in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee in each relevant jurisdiction, and (iii) if necessary, one local counsel in each relevant jurisdiction (which may include a special counsel acting in multiple jurisdictions) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any Indemnified Party, such Indemnitee in each case any way relating to or arising out of or in connection with or by reason of (includingany actual or prospective claim, without limitationlitigation, investigation or proceeding in any way relating to, arising out of, in connection with any investigation, litigation, or proceeding or preparation by reason of defense in connection therewith) the Loan Documents, any of the following, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding): (a) the execution, delivery, enforcement or performance of this Agreement or any Credit Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated herein hereby or thereby, or (b) any Letter of Credit or the actual use or proposed use of the proceeds therefrom; provided that such indemnity shall not, as to any Indemnitee (or any of the Loansits Affiliates, except or any of its or their respective officers, directors, employees, advisors, agents, controlling persons or other representatives), be available to the extent that such claimliabilities, damageobligations, losslosses, liabilitydamages, costpenalties, claims, demands, actions, judgments, suits, costs, disbursements, fees or expense is found in a judgment expenses are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from such Indemnified Party's (A) the bad faith, gross negligence or willful misconductmisconduct of such Indemnitee or any of its Affiliates or any of its or their respective officers, directors, employees, advisors, agents, controlling persons or other representatives (in each case, with respect to such person only, and not any other person), (B) from a material breach of the Credit Documents by such Indemnitee or one of its Affiliates or (C) with respect to any claim that did not arise out of any act or omission of the Company or any direct or indirect parent or controlling person thereof, any dispute that is among Indemnitees (other than any dispute involving claims against the L/C Issuer, in its capacity as such) (collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not such proceedings are brought by the Company, its equity holders, its Affiliates, creditors or any other third person. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials obtained through information transmission systems (including electronic telecommunications) in connection with this Agreement unless determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any such Indemnitee’s affiliates or any of its or their respective officers, directors, employees, agents, advisors, controlling persons or other representatives, nor shall any Indemnitee or any Company Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that such waiver of special, punitive, indirect or consequential damages shall not limit the indemnification obligations of the Company Parties to the extent such special, punitive, indirect or consequential damages are included in any third party claim with respect to which the applicable Indemnitee is entitled to indemnification under this Section 8.05. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 8.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrowerany Company Party, its directors, shareholders or creditors or an Indemnified Party Indemnitee or any other Person Person, and whether or not any Indemnified Party Indemnitee is otherwise a party thereto thereto. Should any investigation, litigation or proceeding be settled, or if there is a judgment against an Indemnitee in any such investigation, litigation or proceeding, the Company shall indemnify and whether or not hold harmless each Indemnitee in the transactions contemplated hereby are consummatedmanner set forth above. The Borrower agrees Company shall not be liable for any settlement of any proceeding effected without the written consent of the Company (not to assert be unreasonably withheld or delayed), but if settled with such consent, the Company agrees to indemnify each Indemnitee from and against any claim against loss or liability by reason of such settlement. All amounts due under this Section 8.05 shall be payable within 30 days after demand therefor. The agreements in this Section 8.05 shall survive the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any resignation of the transactions contemplated herein or L/C Issuer, the actual or proposed use termination of the proceeds Commitments and the payment, satisfaction or discharge of all the LoansObligations, including expiration or cancellation of all Letters of Credit issued hereunder. This Section 8.05 shall not apply with respect to Indemnified Taxes other than any Indemnified Taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansLoan, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 SECTION 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their its affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, including reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, including in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 10.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Facility Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. In case any claim is asserted or any action or proceeding is brought against an Indemnified Party, such Indemnified Party shall promptly notify the Borrower of such claim, action or proceeding and the Borrower shall resist, settle or defend with counsel reasonably acceptable to such Indemnified Party such claim, action or proceeding. If, within ten (10) days of the Borrower's receipt of such notice, the Borrower does not commence and continue to prosecute the defense of such claim, action or proceeding, then such Indemnified Party may retain legal counsel to represent it in such defense and the Borrower shall indemnify such Indemnified Party for the reasonable fees and expenses of such legal counsel. Subject to the foregoing, the Indemnified Parties shall cooperate and join with the Borrower, at the expense of the Borrower, as may be required in connection with any action taken or defended by the Borrower. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their its affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.,

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender Bank and each of their affiliates its Affiliates and their respective officers, directors, employees, agents, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, costs and expenses (including, including without limitation, limitation reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, including without limitation, limitation in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansLoan or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any of the assets, properties or operations of Borrower or any Subsidiary or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost, cost or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconductmisconduct or willful breach of this Agreement. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 SECTION 9.16 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any LenderBank, any of their affiliatesits Affiliates, or any of their respective directors, officers, employees, attorneys, agents, agents and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loans. To the extent that any of the indemnities required from the Borrower under this provision are unenforceable because they violate any Applicable Law or public policy, the Borrower shall pay the maximum amount which it is permitted to pay under Applicable Law.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their its affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 10.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final nonappealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their its affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent Agents and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 SECTION 13.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the AgentAgents, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to shall indemnify and hold harmless the Agent and each Lender Bank and each of their its affiliates and their respective officers, directors, employees, agents, agents and advisors (each, an "“Indemnified Party"”) from and against any and all claims, damages, losses, liabilities, costs, costs and expenses (including, including without limitation, limitation reasonable attorneys' ’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, including without limitation, limitation in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Credit Documents, any Collateral, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansAdvance or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any of the assets, properties or operations of Borrower, any Subsidiary or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost, cost or expense is found in a judgment by a court of competent jurisdiction to have resulted results from such Indemnified Party's ’s gross negligence or willful misconductmisconduct or willful breach of this Agreement. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 §11.21 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower hereby waives and agrees not to assert any claim against the Agent, any LenderBank, any of their its affiliates, or any of their respective directors, officers, employees, attorneys, agents, agents and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Credit Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the LoansAdvance. To the extent that any of the indemnities required from Borrower under this §11.21 are unenforceable because they violate any Applicable Law or public policy, Borrower shall pay the maximum amount which it is permitted to pay under Applicable Law.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender Bank and each of their affiliates Affiliates and their respective officers, directors, employees, agents, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, costs and expenses (including, including without limitation, limitation reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, including without limitation, limitation in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansLoan or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any of the assets, properties or operations of any Credit Party or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost, cost or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconductmisconduct or willful breach of this Agreement. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 section 11.23 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any LenderBank, any of their affiliatesAffiliates, or any of their respective directors, officers, employees, attorneys, agents, agents and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loans. To the extent that any of the indemnities required from the Borrower under this Section 11.23 are unenforceable because they violate any Applicable Law or public policy, the Borrower shall pay the maximum amount which it is permitted to pay under Applicable Law.

Indemnification Limitation of Liability. (a) The Company and each Borrower jointly and severally agrees to indemnify absolutely and unconditionally and hold harmless the each Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses, including, without limitation, all claims, damages, losses, liabilities, costs and expenses described in Section 6.09 (includingthe foregoing also to include, without limitation, reasonable attorneys' fees, settlement costs and disbursements) ("Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. If and to the extent the foregoing may be unenforceable for any reason, the Company and each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each Indemnified Liability which is permissible under applicable law. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 13.10 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, any Borrower, 124 131 its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Each Borrower agrees to protect, indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") Indemnitees from and against any and all claimsliabilities, damagesobligations, losses, liabilities, costs, and expenses damages (including, without limitation, reasonable attorneys' fees) that may be incurred by consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigationinvestigative, litigationadministrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or proceeding asserted against such Indemnitees (whether direct, indirect, or preparation consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and 'commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of defense in connection therewith(i) any act or omission of the Borrowers, any Affiliate of any such Persons, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the transactions contemplated herein Loans, or the actual management of the Loans or proposed the Collateral, or (z) the use or the intended use of the proceeds of the LoansLoans hereunder; or (ii) any claim, except cause of action, event or circumstances relating to the extent such claimbusiness, damageassets, lossproperties, liabilitylicenses or operations of the Borrowers, costincluding, without limitation, all claims relating to or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of the condition, quality, maintenance or otherwise relating use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the Borrowers' compliance with the rules and regulations of the FCC and other applicable law; PROVIDED, HOWEVER, that the Borrowers shall have no obligation to any Indemnitee under this SECTION 13.11 with respect to matters indemnified hereby which are caused by or resulting from the willful misconduct or gross negligence of such Indemnitee. 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, the Borrowers shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the Loan Documents, any payment and satisfaction of all indemnified matters incurred by the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansIndemnitees.

Indemnification Limitation of Liability. (a) The Borrower agrees Borrowers, jointly and severally, agree to indemnify and hold harmless the Administrative Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 13.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the either Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees Borrowers agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrowers agree not to assert any claim against the Administrative Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their its affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all third party claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 SECTION 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their its affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the LoansLoans or Letters of Credit, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable external attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, Loans except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify and hold harmless the Agent Agent, BAS and each Lender and each of their affiliates and their respective officers, directors, employees, agents, employees and advisors counsel to the Agent (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' feesfees and expenses of counsel and, without duplication, the allocated cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Spinoff, the Line of Business Transfer or the Revolving Credit Facility, the Transaction Documents, any of the transactions contemplated specified therein or herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (i) such Indemnified Party's gross negligence or willful misconductmisconduct or (ii) legal proceedings commenced against such Indemnified Party by any other Indemnified Party. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 SECTION 13.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries or any Guarantor, arising out of, related to or in connection with the transactions contemplated herein or in any of the Transaction Documents, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Transaction Documents, any of the transactions contemplated therein or herein or the actual or proposed use of the proceeds of the Loans, except for claims for such special, indirect, consequential, or punitive damages directly arising out of such party's gross negligence or willful misconduct. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this SECTION 13.9 shall survive the payment in full of the Loans and all other amounts payable under this Agreement and each other Loan Document and the occurrence of the Facility Termination Date. 13.10.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify In consideration of the execution and hold harmless delivery of this Agreement by the Agent and each Lender and each the extension of their affiliates credit under the Loans, the Borrowers hereby indemnifies, exonerates and their respective holds the Lender and its affiliates, officers, directors, employees, agents, agents and advisors (eachcollectively, an the "Indemnified PartyParties") free and harmless from and against any and all claims, damagesactions, causes of action, suits, losses, liabilitiescosts, costsliabilities and damages, and expenses incurred in connection therewith (includingirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), without limitation, including reasonable attorneys' feesfees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (includingof, without limitation, or in connection with any investigationthe execution, litigationdelivery, enforcement, performance or proceeding or preparation administration of defense in connection therewith) this Agreement and the other Loan Documents, or any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Lender, the shareholders or creditors of the Lender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein or the actual or proposed use of the proceeds of the Loansare consummated, except to the extent such claim, damage, loss, liability, cost, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrowers hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. In the case The Borrowers agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of an investigationits Subsidiaries, litigation any Credit Party, or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders any security holders or creditors thereof arising out of, related to or an in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party Party's gross negligence or any other Person or willful misconduct; provided, however, in no event shall any Indemnified Party is otherwise a party thereto and whether be liable for consequential, indirect or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirectas opposed to direct, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loansdamages.

Indemnification Limitation of Liability. (a) The In consideration of the execution and delivery of this Agreement by the Administrative Agent and each Lender and the extension of credit under the Loans, the Borrower agrees to indemnify hereby indemnifies, exonerates and hold harmless holds the Agent Administrative Agent, NCMI and each Lender and each of their affiliates and their respective affiliates, officers, directors, employees, agents, agents and advisors (eachcollectively, an the "Indemnified PartyParties") free and harmless from and against any and all claims, damagesactions, causes of action, suits, losses, liabilitiescosts, costsliabilities and damages, and expenses incurred in connection therewith (includingirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), without limitation, including reasonable attorneys' feesfees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (includingof, without limitation, or in connection with any investigationthe execution, litigationdelivery, enforcement, performance or proceeding or preparation administration of defense in connection therewith) this Agreement and the other Loan Documents, or any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan (including any Swing Line Loan) or Letter of Credit, whether or not such action is brought against the Administrative Agent or any Lender, the shareholders or creditors of the Administrative Agent or any Lender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein or the actual or proposed use of the proceeds of the Loansare consummated, except to the extent such claim, damage, loss, liability, cost, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In , and if and to the case extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of an investigation, litigation or other proceeding to each of the Indemnified Liabilities which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummatedpermissible under applicable law. The Borrower agrees not that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to assert any claim against the Agent, any Lenderit, any of their affiliatesits Subsidiaries, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, security holders or punitive damages creditors thereof arising out of of, related to or otherwise relating to the Loan Documents, any of in connection with the transactions contemplated herein herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or the actual willful misconduct; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or proposed use of the proceeds of the Loansspecial, as opposed to direct, damages.

Indemnification Limitation of Liability. (a) The Borrower agrees to indemnify In consideration of the execution and hold harmless delivery of this Agreement by the Agent and each Lender and the extension of credit under the Loans, each of their affiliates Borrower hereby indemnifies, exonerates and their respective holds the Lender and its affiliates, officers, directors, employees, agents, agents and advisors (eachcollectively, an the "Indemnified PartyParties") free and harmless from and against any and all claims, damagesactions, causes of action, suits, losses, liabilitiescosts, costsliabilities and damages, and expenses incurred in connection therewith (includingirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), without limitation, including reasonable attorneys' feesfees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (includingof, without limitation, or in connection with any investigationthe execution, litigationdelivery, enforcement, performance or proceeding or preparation administration of defense in connection therewith) this Agreement and the other Loan Documents, or any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Lender, the shareholders or creditors of the Lender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein or the actual or proposed use of the proceeds of the Loansare consummated, except to the extent such claim, damage, loss, liability, cost, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrowers hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. In the case The Borrowers agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of an investigationits Subsidiaries, litigation any Credit Party, or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders any security holders or creditors thereof arising out of, related to or an in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party Party's gross negligence or any other Person or willful misconduct; provided, however, in no event shall any Indemnified Party is otherwise a party thereto and whether be liable for consequential, indirect or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirectas opposed to direct, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loansdamages.