Common use of Indemnification by Loan Parties Clause in Contracts

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, each Loan Party hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.

Indemnification by Loan Parties. In consideration Each Loan Party shall jointly and severally indemnify Administrative Agent (and any sub-agent thereof), each other Lender Party and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the fees, including Legal Costs charges and disbursements of one counsel to Administrative Agent and its Related Parties and one counsel for the other Indemnitees (collectivelyand, if reasonably necessary, one local counsel to Administrative Agent and its Related Parties and one local counsel to the “Indemnified Liabilities”other Indemnitees, in any relevant material jurisdiction), ) incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Related Party of them as a result of, or Borrower arising out of, in connection with, or relating to as a result of (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (bi) the use, handling, release, emission, discharge, transportation, storage, treatment execution or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement delivery of this Agreement or Agreement, the BMO Intercreditor Agreement, any account control agreement required in connection with this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement, the BMO Intercreditor Agreement, any Lender Partyaccount control agreement required in connection with this Agreement, except and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any Related Party of Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in a by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. This Section 8.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementTax claim.

Indemnification by Loan Parties. In consideration of the execution Subject to Section 10.04(a), Loan Parties shall, jointly and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderseverally, indemnify each Loan Party hereby agrees to indemnifyIndemnitee against, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the fees, including Legal Costs (collectivelycharges and disbursements of any counsel for any Indemnitee), the “Indemnified Liabilities”)and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys, who may be employees of any Indemnitee, incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, Indemnitee by any third party or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan PartyParty arising out of, in connection with, or as a result of: (ci) the execution or delivery of this Agreement, any other Loan Document or any document contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby; (ii) any violation Loan or the use or proposed use of the proceeds therefrom; (iii) any Environmental Laws with respect to conditions at actual or alleged presence or release of Hazardous Materials on or from any property owned or leased operated by any Loan Party or the operations conducted thereonBorrower, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement Subsidiary thereof or any other Loan Document Party, or any Environmental Claim or Environmental Liability related in any way to any Borrower, any Subsidiary thereof or any other Loan Party; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Lender Borrower, any Subsidiary thereof or any other Loan Party, except and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in by a final and non-appealable judgmentjudgment to have resulted result from the gross negligence or willful misconduct of such Indemnitee. If and This Section 10.04(b) shall not apply with respect to the extent Taxes other than any Taxes that the foregoing undertaking may be unenforceable for represent losses, claims, damages, etc. arising from any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementnon-Tax claim.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Administrative Agent and the Lenders and the agreement to extend the Commitments provided hereunderunder this Agreement, each Loan Party Borrower hereby agrees to indemnify, exonerate exonerate, and hold harmless Administrative Agent, each Lender and each of the officers, directors, employees, Affiliates Affiliates, agents, and agents Approved Funds of Administrative Agent and each Lender (each each, a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages damages, and expenses, including Legal Attorney Costs (collectively, the “Indemnified Liabilities”), incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interestscapital securities, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, Loans; (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, any Environmental Claim related to any Loan Party, and any liability arising under Environmental Law of or related to any Loan Party; (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance performance, or enforcement of this Agreement or any other Loan Document by any of the Lender PartyParties, in each case except to the extent for any such Indemnified Liabilities result solely from arising on account of the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a final, non-appealable judgment by a court of competent jurisdiction in a non-appealable judgmentjurisdiction. If and to the extent that the foregoing undertaking may be is unenforceable for any reason, each Loan Party 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. All Obligations obligations provided for in this Section 11.5 shall 15.17 will survive repayment of the ObligationsLoans, cancellation of the Notes, any foreclosure under, or any modification, release release, or discharge of, any or all of the Collateral Documents and termination of this Agreement. This Section 15.17 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent the Agents and the Lenders and the agreement to extend the Commitments provided hereunderunder this Agreement, each Loan Party Borrower hereby agrees to indemnify, exonerate exonerate, and hold harmless each Agent, each Lender and each of the officers, directors, employees, Affiliates Affiliates, agents, and agents Approved Funds of each Agent and each Lender (each each, a “Lender Party” or “Indemnitee”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages damages, and expenses, including Legal Attorney Costs (collectively, the “Indemnified Liabilities”), incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interestsEquity Interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, Loans; (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, ; (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, ; (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances Substances; or (e) the execution, delivery, performance performance, or enforcement of this Agreement or any other Loan Document by any of the Lender PartyParties, in each case except to the extent for any such Indemnified Liabilities result solely from arising on account of the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a final, non-appealable judgment by a court of competent jurisdiction in a non-appealable judgmentjurisdiction. If and to the extent that the foregoing undertaking may be is unenforceable for any reason, each Loan Party 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. All Obligations obligations provided for in this Section 11.5 shall 15.17 will survive repayment of the ObligationsLoans, cancellation of the Notes, any foreclosure under, or any modification, release release, or discharge of, any or all of the Collateral Documents and termination of this Agreement. This Section 15.17 shall not apply with respect to Taxes other than any Taxes that represent Indemnified Liabilities arising from any non-Tax claim.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Administrative Agent and the Lenders and the agreement to extend the Commitments provided hereunderunder this Agreement, each Loan Party Borrower hereby agrees to indemnify, exonerate exonerate, and hold harmless Administrative Agent, each Lender and each of the officers, directors, employees, Affiliates Affiliates, agents, and agents Approved Funds of Administrative Agent and each Lender (each each, a “Lender Party” or “Indemnitee”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages damages, and expenses, including Legal Attorney Costs (collectively, the “Indemnified Liabilities”), incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interestsEquity Interests, purchase of assets (including the Related Transactions) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, Loans; (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, ; (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, ; (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances Substances; or (e) the execution, delivery, performance performance, or enforcement of this Agreement or any other Loan Document by any of the Lender PartyParties, in each case except to the extent for any such Indemnified Liabilities result solely from arising on account of the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a final, non-appealable judgment by a court of competent jurisdiction in a non-appealable judgmentjurisdiction. If and to the extent that the foregoing undertaking may be is unenforceable for any reason, each Loan Party 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. All Obligations obligations provided for in this Section 11.5 shall 15.17 will survive repayment of the ObligationsLoans, cancellation of the Notes, expiration or termination of the Letters of Credit, any foreclosure under, or any modification, release release, or discharge of, any or all of the Collateral Documents and termination of this Agreement. This Section 15.17 shall not apply with respect to Taxes other than any Taxes that represent Indemnified Liabilities arising from any non-Tax claim.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, each Each Loan Party hereby agrees to indemnify, exonerate shall indemnify Administrative Agent (and hold Agentany sub-agent thereof), each Lender and L/C Issuer, and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a such Person being called an “Lender PartyIndemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable and documented fees, including Legal Costs (collectivelydisbursements and other charges of a single counsel to all Indemnified Parties taken as a whole and, if reasonably necessary, a single local counsel for all Indemnified Parties taken as a whole in each relevant jurisdiction, and in the “case of an actual or perceived conflict of interest, additional counsel in each relevant jurisdiction to the affected Indemnified Liabilities”Parties), incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased Indemnitee by any Person (including Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (cii) any violation Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any Environmental Laws refusal by L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with respect to conditions at such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or leased operated by Borrower or any Loan Party of its Subsidiaries, or any Environmental Claim or Environmental Liability related in any way to any member of the operations conducted thereonConsolidated Group, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (eiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the executionforegoing, deliverywhether based on contract, performance or enforcement of this Agreement tort or any other Loan Document theory, whether brought by a third party or by any Lender Partymember of the Consolidated Group, except and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in a by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the provisions of Section 3.01(c), this Section 12.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementTax claim.

Indemnification by Loan Parties. In consideration of the execution The Borrower shall, and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, shall cause each other Loan Party hereby agrees to, jointly and severally indemnify each Recipient, within 20 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to indemnifyamounts payable under this Section 2.20) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto (including any recording and filing fees with respect thereto or resulting therefrom and any liabilities with respect to, exonerate and hold Agentor resulting from, each Lender and each of any delay in paying such Indemnified Taxes), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the officersrelevant Governmental Authority. If the Borrower reasonably believes that any such Indemnified Taxes were not correctly or legally asserted, directors, employees, Affiliates and agents of then at the Borrower’s request the Administrative Agent and each Lender affected Recipient will use reasonable efforts to cooperate with the Borrower in pursuing a refund of such Indemnified Taxes so long as such efforts would not, in the sole determination exercised in good faith of the Administrative Agent or the affected Recipient, result in any additional costs, expenses or risks or be otherwise disadvantageous to it. A certificate, with reasonable supporting detail, setting forth the amount of such payment or liability delivered to the Borrower by a Recipient (each with a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, copy to the “Indemnified Liabilities”Administrative Agent), incurred or by Lender Parties the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error. If any of them Loan Party fails to pay any Indemnified Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the receipts or other documentary evidence required to be provided by the Loan Party under this Section 2.20, such Loan Party shall indemnify the Administrative Agent and any applicable Recipient for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or such Recipient as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementfailure.

Indemnification by Loan Parties. In consideration of the execution The Borrower shall, and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, shall cause each other Loan Party hereby agrees to, jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to indemnify, exonerate amounts payable under this Section 2.17) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and hold Agent, each Lender any reasonable expenses arising therefrom or with respect thereto (including any recording and each of the officers, directors, employees, Affiliates filing fees with respect thereto or resulting therefrom and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result ofliabilities with respect to, or arising out ofresulting from, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed delay in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any paying such Indemnified Liabilities result solely Taxes) other than any interest, fees or penalties resulting from the applicable Lender Party’s own gross negligence or willful misconduct (as finally determined by a final and non-appealable judgment of a court of competent jurisdiction or as documented in any settlement agreement) the gross negligence, bad faith or willful misconduct of such Recipient, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a non-appealable judgmentLender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. If and any Loan Party fails to pay any Taxes when due to the extent that appropriate taxing authority or fails to remit to the foregoing undertaking may be unenforceable Administrative Agent the required receipts or other required documentary evidence, such Loan Party shall indemnify the Administrative Agent and the Lenders for any reasonincremental taxes, each Loan Party hereby agrees to make interest or penalties that may become payable by the maximum contribution Administrative Agent or any Lender as a result of any such failure. Notwithstanding anything to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for contrary in this Section 11.5 2.17, the Borrower shall survive repayment not be required to indemnify a Lender pursuant to this Section 2.17 for any Indemnified Taxes payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim indemnification therefor; provided that if the Obligationscircumstances giving rise to such claim have a retroactive effect, cancellation then such nine-month period shall be extended to include the period of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementsuch retroactive effect.

Indemnification by Loan Parties. In consideration of the execution The Loan Parties shall, jointly and delivery of this Agreement by severally, indemnify each Agent (and Lenders and the agreement to extend the Commitments provided hereunder, each Loan Party hereby agrees to indemnify, exonerate and hold Agentany sub-agent thereof), each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds Related Party of any of the Loanforegoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (b) including the usereasonable and documented fees, handling, release, emission, discharge, transportation, storage, treatment or disposal charges and disbursements of any Hazardous Substance at counsel for any property owned or leased Indemnitee) incurred by any Borrower Indemnitee or asserted against any other Loan Party, (c) Indemnitee by any violation of any Environmental Laws with respect to conditions at any property owned third party or leased by any Loan Party or any Related Party of a Loan Party arising out of, in connection with, or as a result of (i) the operations conducted thereonexecution or delivery of this Agreement, any other Facility Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of each Agent (and any sub-agent thereof) and its respective Related Parties only, the administration of this Agreement and the other Facility Documents, (dii) any Loan or the investigationuse or proposed use of the proceeds therefrom, cleanup any Indemnitee acting in reliance on any instruction given by Borrower pursuant to the terms of the Facility Documents or remediation any Indemnitee failing to follow the unlawful or unreasonable instructions of offsite locations at which Borrower pursuant to the terms of the Facility Documents, (iii) any joint or other instructions requested or required by Borrower and given to Custodian under the Control Agreement, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Related Party of a Loan Document by any Lender Party, except and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each claim brought by a Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modificationRelated Party of a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Facility Document, release if such Loan Party or discharge of, any or all such Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of the Collateral Documents and termination of this Agreementcompetent jurisdiction.

Indemnification by Loan Parties. In consideration The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Credit Party, and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expenses, related expenses (including Legal Costs (collectively, the “Indemnified Liabilities”Attorney Costs), incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, Indemnitee by any third party or by any Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the useany actual or alleged presence or Release of Hazardous Materials at, handlingon, release, emission, discharge, transportation, storage, treatment under or disposal of any Hazardous Substance at from any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased operated by any Loan Party or the operations conducted thereonany of its Subsidiaries, (d) the investigation, cleanup or remediation of offsite locations at which any Environmental Claim or Environmental Liability related in any way to any Loan Party or their respective predecessors are alleged any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to have directly or indirectly disposed any of Hazardous Substances or (e) the executionforegoing, deliverywhether based on contract, performance or enforcement of this Agreement tort or any other Loan Document theory, whether brought by a third party or by any Lender Loan Party, except and regardless of whether any Indemnitee is a party thereto or (v) any government investigation, audit, hearing or enforcement action resulting from any Loan Party’s or any of its Affiliate’s noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any Loan Party or any of its Affiliates), provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in a by final and non-appealable judgmentjudgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. If and to To the extent that the foregoing undertaking may indemnity set forth above in this paragraph shall be held to be unenforceable for in whole or in part because it is violative of any reasonlaw or public policy, each Loan Party hereby agrees to make the Borrower shall contribute the maximum contribution portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, all indemnified amounts incurred by Indemnitees or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementthem.

Indemnification by Loan Parties. In consideration Each Loan Party shall jointly and severally indemnify Lenders, each Agent (and any sub-agent thereof) and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and related expenses, including Legal Costs (collectivelythe reasonable fees, the “Indemnified Liabilities”)charges and disbursements of any counsel for any Indemnitee, incurred by Lender Parties or asserted against any Indemnitee by any third-party or by any Loan Party or any Related Party of them such Person arising out of, in connection with, or as a result of, (i) this Agreement, any other Margin Loan Documentation or arising out ofany agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplated by this Agreement (which, for the avoidance of doubt, shall not include any hedging activities by any Indemnitee), any other Margin Loan Documentation or any agreement or instrument contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loanforegoing, (b) the usewhether based on contract, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower tort or any other Loan Partytheory, (c) any violation of any Environmental Laws with respect to conditions at any property owned whether brought by a third-party or leased by any a Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by Related Party of such Person, and regardless of whether any Lender PartyIndemnitee is a party thereto, except provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties or (y) arise out of any dispute among Indemnitees (other than a dispute involving claims against Administrative Agent or any Calculation Agent, in each case in their respective capacities as such) that did not involve actions or omissions of any Loan Party or its respective Affiliates. This Section 10.04(b) shall not apply to Taxes, other than any Taxes that represent losses, claims, damages or liabilities in respect of a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementTax claim.

Indemnification by Loan Parties. In consideration EACH LOAN PARTY SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ARISING FROM (i) THE NEGLIGENCE OF AN INDEMNITEE OR (ii) THE USE OF ELECTRONIC SIGNATURES TO EXECUTE ANY LOAN DOCUMENTS OR ANY AMENDMENT, AMENDMENT AND RESTATEMENT, MODIFICATION OR WAIVER OF THE PROVISIONS HEREOF OR THEREOF, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, IN EACH CASE, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY LOAN PARTY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO. Without limitation of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing, each Loan Party hereby agrees to indemnifyshall indemnify each Indemnitee against, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, reasonable out-of-pocket losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable fees, including Legal Costs (collectively, the “Indemnified Liabilities”), charges and disbursements of any counsel for any Indemnitee) incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by the Designated Company or any of them as a result of, or other Loan Party arising out of, in connection with, or relating to (a) any tender offer, merger, purchase as a result of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased reliance by any Borrower Indemnitee on any electronic signature used to execute the documents referenced in clause (ii) above purportedly given by or on behalf of a Loan Party without further verification by any other Indemnitee. In no event shall any party to a Loan Party, (c) Document have any violation of any Environmental Laws obligation thereunder to indemnify or hold harmless an Indemnitee with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereona Claim that is determined in a final, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or willful misconduct as finally determined non-appealable judgment by a court of competent jurisdiction in a non-appealable judgmentto result from the gross negligence or willful misconduct of such Indemnitee. If and to the extent that the foregoing undertaking may be unenforceable for any reasonWITHOUT LIMITATION OF THE FOREGOING, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the ObligationsIT IS THE INTENTION OF THE LOAN PARTIES, cancellation of the NotesAND THE LOAN PARTIES AGREE, any foreclosure underTHAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO LOSSES, or any modificationCLAIMS, release or discharge ofDAMAGES, any or all of the Collateral Documents and termination of this AgreementPENALTIES, LIABILITIES AND RELATED EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR), WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE.

Indemnification by Loan Parties. In consideration Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof) and each Lender, and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable fees, including Legal Costs (collectively, the “Indemnified Liabilities”charges and disbursements of any counsel for any Indemnitee), incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (cii) any violation Loan or the use or proposed use of the proceeds therefrom, (iii) any Environmental Laws with respect to conditions at actual or alleged presence or release of Hazardous Materials on or from any property owned or leased operated by Discovery (solely upon and after the consummation of the Combination Transactions), the Borrower or any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged Subsidiaries, or any Environmental Liability related in any way to have directly Discovery (solely upon and after the consummation of the Combination Transactions), the Borrower or indirectly disposed any of Hazardous Substances their respective Subsidiaries, or (eiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the executionforegoing, deliverywhether based on contract, performance tort or enforcement of this Agreement any other theory, whether brought by a third party or by Discovery, the Borrower, or any other Loan Document by any Lender Party, except and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, (y) result from a non-appealable judgment. If and to claim brought by Discovery, the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure underBorrower, or any modificationother Loan Party against an Indemnitee or any Related Party of such Indemnitee for material breach of such Indemnitee’s or Related Party’s obligations hereunder or under any other Loan Document, release if Discovery, the Borrower, or discharge ofsuch other Loan Party, as the case may be, has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) result from disputes solely between or among Indemnitees (other than any claims against any Indemnitee in its capacity as the Administrative Agent, an Arranger or all any similar role under this Agreement or any other Loan Documents or any of their Subsidiaries or Affiliates (in each case, acting in its capacity as such)) and not arising out of or involving any act or omission of the Collateral Documents and termination Borrower or any of its Subsidiaries or Affiliates (including their officers, directors, employees or controlling Persons). Without limiting the provisions of Section 3.01(c), this AgreementSection 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or liabilities arising from any non-Tax claim.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, each Each Loan Party hereby agrees to indemnify, exonerate shall indemnify the Administrative Agent (and hold Agentany sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a such Person being called an “Lender PartyIndemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable fees, including Legal Costs (collectively, the “Indemnified Liabilities”charges and disbursements of any counsel for any Indemnitee), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any Person (including the Company or any of them as a result of, or other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the applicable L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by the Facility Guarantor or any Borrower of its Subsidiaries, or any Environmental Liability related in any way to the Facility Guarantor or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Facility Guarantor, the Company, or any other Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a non-appealable judgment. If and to claim brought by the extent that Facility Guarantor, the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure underCompany, or any modificationother Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, release if the Facility Guarantor, the Company, or discharge ofsuch other Loan Party, as the case may be, has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) result from disputes solely between or among Indemnitees (other than any claims against any Indemnitee in its capacity as the Administrative Agent, an Arranger, an L/C Issuer or all the Swing Line Lender or any similar role under this Agreement or any other Loan Documents or any of their Subsidiaries or Affiliates (in each case, acting in its capacity as such)) and not arising out of or involving any act or omission of the Collateral Documents and termination Borrowers or any of their Subsidiaries or Affiliates (including their officers, directors, employees or controlling Persons). Without limiting the provisions of Section 3.01(c), this AgreementSection 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or liabilities arising from any non-Tax claim.

Indemnification by Loan Parties. In consideration The Loan Parties, jointly and severally, shall indemnify the Arrangers, the Administrative Agent (and any sub-agent thereof), each other Credit Party, and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable fees, including Legal Costs (collectivelydisbursements and other charges of one primary counsel and one additional local counsel in each applicable jurisdiction for the Administrative Agent and its Related Parties, one additional counsel for all other Indemnitees and additional counsel to the “Indemnified Liabilities”extent reasonably determined by any Indemnitee to avoid any actual or potential conflicts of interest or the availability of different claims or defenses), incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, Indemnitee by any third party or by any Loan Party arising out of, in connection with, or relating to as a result of (ai) the Credit Facility, including the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the applicable L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the useany actual or alleged presence or Release of Hazardous Materials at, handlingon, release, emission, discharge, transportation, storage, treatment under or disposal of any Hazardous Substance at from any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased operated by any Loan Party or the operations conducted thereonany of its Subsidiaries, (d) the investigation, cleanup or remediation of offsite locations at which any Environmental Claim or Environmental Liability related in any way to any Loan Party or their respective predecessors are alleged any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to have directly or indirectly disposed any of Hazardous Substances or (e) the executionforegoing, deliverywhether based on contract, performance or enforcement of this Agreement tort or any other Loan Document theory, whether brought by a third party or by any Lender Loan Party, except and regardless of whether any Indemnitee is a party thereto or (v) any government investigation, audit, hearing or enforcement action resulting from any Loan Party’s or any of its Affiliate’s noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any Loan Party or any of its Affiliates), provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in a by final and non-appealable judgmentjudgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Related Parties, (y) such Indemnitee’s or any of its Related Parties’ material breach of the relevant Loan Documents (as determined pursuant to a claim asserted by Lead Borrower, whether as a claim, counterclaim or otherwise), or (z) disputes among Lenders not arising from an act or omission of any Loan Party or any of its Affiliates (other than a dispute involving a claim against an Indemnitee for its acts or omissions in its capacity as an Arranger or the Administrative Agent, except, with respect to this clause (z), to the extent such acts or omissions are determined by a court of competent jurisdiction by a final and non-appealable judgment to have constituted the bad faith, gross negligence or willful misconduct of such Indemnitee in such capacity). If and to To the extent that the foregoing undertaking may indemnity set forth above in this paragraph shall be held to be unenforceable for in whole or in part because it is violative of any reasonlaw or public policy, each Loan Party hereby agrees to make the Borrowers shall contribute the maximum contribution portion that they are permitted to pay and satisfy under applicable law to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, all indemnified amounts incurred by Indemnitees or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementthem.

Indemnification by Loan Parties. In consideration The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Credit Party, and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expenses, related expenses (including Legal Costs (collectively, the “Indemnified Liabilities”Attorney Costs), incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, Indemnitee by any third party or by any Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the useany actual or alleged presence or Release of Hazardous Materials at, handlingon, release, emission, discharge, transportation, storage, treatment under or disposal of any Hazardous Substance at from any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased operated by any Loan Party or the operations conducted thereonany of its Subsidiaries, (d) the investigation, cleanup or remediation of offsite locations at which any Environmental Claim or Environmental Liability related in any way to any Loan Party or their respective predecessors are alleged any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to have directly or indirectly disposed any of Hazardous Substances or (e) the executionforegoing, deliverywhether based on contract, performance or enforcement of this Agreement tort or any other Loan Document theory, whether brought by a third party or by any Lender Loan Party, except and regardless of whether any Indemnitee is a party thereto or (v) any government investigation, audit, hearing or enforcement action resulting from any Loan Party’s or any of its Affiliate’s noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any Loan Party or any of its Affiliates), provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in a by final and non-appealable judgmentjudgment to have resulted from the gross negligence, willful misconduct or material breach of the Loan Documents of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. If and to To the extent that the foregoing undertaking may indemnity set forth above in this paragraph shall be held to be unenforceable for in whole or in part because it is violative of any reasonlaw or public policy, each Loan Party hereby agrees to make the Borrower shall contribute the maximum contribution portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, all indemnified amounts incurred by Indemnitees or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementthem.

Indemnification by Loan Parties. In consideration of The Loan Parties shall indemnify Administrative Agent, the execution Arrangers, each Issuing Bank and delivery of this Agreement by Agent and the Lenders and the agreement to extend the Commitments provided hereundertheir respective affiliates, and each Loan Related Party hereby agrees to indemnify(each such Person being called an “Indemnitee”) against, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and them harmless from and against all reasonable and documented out-of-pocket costs and expenses (including, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable and documented out-of-pocket fees, including Legal Costs charges and disbursements of one primary counsel for the Indemnitees taken as a whole (collectivelyabsent an actual conflict of interest in which case affected Persons may engage and be reimbursed for one additional counsel for each such group of affected Indemnitees similarly situated taken as a whole), and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction and, solely in the “Indemnified Liabilities”case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole)), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by Borrowers or any of them as a result of, or other Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration and enforcement of this Agreement and the other Loan Documents, (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by any Borrower Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by Administrative Agent to, a Controlled Account Bank or other Person which has entered into a control agreement with Administrative Agent hereunder or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party, or by Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or expenses (cw) result from any settlement of any claim, litigation, investigation or proceeding without the consent of the Loan Parties (such consent not to be unreasonably withheld, conditioned or delayed), (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith, willful misconduct or material breach of the Loan Documents of or by any Indemnitee or any of its Related Parties or (y) any violation dispute solely among any Indemnitees (other than claims of an Indemnitee against Administrative Agent, in its capacity as such or any Lender in its capacity or fulfilling its role as an arranger or any similar role under the Loan Documents and other than any claims arising out of any Environmental Laws with respect to conditions at any property owned act or leased by omissions on the part of any Loan Party or the operations conducted thereonany of its Affiliates (as determined by a court of competent jurisdiction by final judgment). No Indemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged any Subsidiary of a Loan Party or Related Party of a Loan Party or a Subsidiary of a Loan Party shall have any liability for any special, punitive, indirect or consequential damages relating to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by or arising out of its activities in connection herewith or therewith (whether before or after the Restatement Effective Date); provided that nothing contained in this sentence shall limit any Lender Party, except such Person’s indemnification obligations set forth in this Agreement or any other Loan Document to the extent such special, indirect, punitive or consequential damages are included in any such Indemnified Liabilities result solely from third party claim in connection with which an Indemnitee is entitled to indemnification hereunder (whether before or after the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a court Restatement Effective Date). For the avoidance of competent jurisdiction in doubt, this Section 10.04(b) shall not apply to Taxes other than Taxes that represent liabilities, obligations, losses, damages, etc., with respect to a non-appealable judgmentTax claim. If Notwithstanding the foregoing, each Indemnitee shall be obligated to refund and return promptly to the applicable Borrower, Holdings, or Affiliate any and all amounts paid by any Borrower, Holdings or any of their Affiliates under this clause (b) to such Indemnitee for any such fees, expenses or damages to the extent such Indemnitee is not entitled to payment of such amounts in accordance with the terms hereof. The Loan Parties shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee (which approval shall not be unreasonably withheld or delayed) from all liability on claims that are the foregoing undertaking may be unenforceable for subject matter of such claim, litigation, investigation or proceeding and (ii) does not include any reason, each Loan Party hereby agrees statement as to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modificationadmission of fault, release culpability or discharge of, any a failure to act by or all on behalf of the Collateral Documents and termination of this Agreementsuch Indemnitee.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Administrative Agent and the Lenders and the agreement to extend the Commitments provided hereunderunder this Agreement, each Loan Party of Holdings and each Borrower hereby agrees to indemnify, exonerate exonerate, and hold harmless Administrative Agent, each Lender and each of the officers, directors, employees, Affiliates Affiliates, agents, and agents Approved Funds of Administrative Agent and each Lender (each each, a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages damages, and expenses, including Legal Attorney Costs (collectively, the “Indemnified Liabilities”), incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interestscapital securities, purchase of assets (including the Related Transaction) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, Loans; (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, ; (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, ; (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances Substances; or (e) the execution, delivery, performance performance, or enforcement of this Agreement or any other Loan Document by any of the Lender PartyParties, in each case except to the extent for any such Indemnified Liabilities result solely from arising on account of the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a final, non-appealable judgment by a court of competent jurisdiction in a non-appealable judgmentjurisdiction. If and to the extent that the foregoing undertaking may be is unenforceable for any reason, each Loan Party of Holdings and each 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. All Obligations obligations provided for in this Section 11.5 shall 15.17 will survive repayment of the ObligationsLoans, cancellation of the Notes, any foreclosure under, or any modification, release release, or discharge of, any or all of the Collateral Documents and termination of this Agreement.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, each Each Loan Party hereby agrees to indemnify, exonerate shall indemnify Administrative Agent (and hold Agentany sub-agent thereof), each Lender and L/C Issuer, and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a such Person being called an “Lender PartyIndemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable and documented fees, including Legal Costs (collectivelydisbursements and other charges of a single counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and in the “Indemnified Liabilities”case of an actual or perceived conflict of interest, additional counsel in each relevant jurisdiction to the affected Indemnitees), incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased Indemnitee by any Person (including Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (cii) any violation Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any Environmental Laws refusal by L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with respect to conditions at such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or leased operated by Borrower or any Loan Party of its Subsidiaries, or any Environmental Claim or Environmental Liability related in any way to any member of the operations conducted thereonConsolidated Group, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (eiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the executionforegoing, deliverywhether based on contract, performance or enforcement of this Agreement tort or any other Loan Document theory, whether brought by a third party or by any Lender Partymember of the Consolidated Group, except and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in a by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the provisions of Section 3.01(c), this Section 12.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementTax claim.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, each Each Loan Party hereby agrees to indemnify, exonerate and hold Agent, each shall indemnify Lender and each Related Party of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a such Person being called an “Lender PartyIndemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including Lender Expenses), including Legal Costs (collectively, the “Indemnified Liabilities”)and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by Lender any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties or any of them as a result of, or arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents; (ii) a Term Loan or other extension of credit or the use or proposed use of the proceeds therefrom; (iii) any tender offer, merger, purchase actual or alleged presence or release of equity interests, purchase of assets Hazardous Materials on or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at from any property owned or leased operated by Parent or any Borrower of its Subsidiaries, or any Environmental Liability related in any way to Parent or any of its Subsidiaries; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto; provided that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 2.03(c), this Section 13.02(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementTax claim.

Indemnification by Loan Parties. In consideration Without duplication or increase of the execution and delivery payment of this Agreement costs contemplated by Agent and Lenders and the agreement to extend the Commitments provided hereunderclause (a) above, each Loan Party hereby agrees to indemnifyshall indemnify Administrative Agent (and any sub-agent thereof) and each Lender, exonerate and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the fees, including Legal Costs (collectivelycharges and disbursements of any counsel for any Indemnitee), the “Indemnified Liabilities”)and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by CIM Urban REIT, Borrower or any of them as a result of, or other Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any tender offer, merger, purchase of equity interests, purchase of assets Loan or other similar transaction financed the use or proposed to be financed in whole or in part, directly or indirectly, with use of the proceeds of any of the Loantherefrom, (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by any Company, or any Environmental Liability related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by CIM Urban REIT, Borrower or any other Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for claim brought by CIM Urban REIT, Borrower or any reason, each other Loan Party hereby agrees to make the maximum contribution to the payment against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if CIM Urban REIT, Borrower or such other Loan Party has obtained a final and satisfaction nonappealable judgment in its favor on such claim as determined by a court of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementcompetent jurisdiction.

Indemnification by Loan Parties. In consideration (i) Each of the execution Loan Parties shall, and delivery does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Agreement Section 2.10) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. Each of the Loan Parties shall, and Lenders does hereby, jointly and the agreement severally indemnify Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to extend the Commitments provided hereunderpay indefeasibly to Administrative Agent as required pursuant to Section 2.10(c)(ii) below. (ii) Each Lender shall, each Loan Party hereby agrees to and does hereby, severally indemnify, exonerate and hold Agentshall make payment in respect thereof within ten (10) days after demand therefor, each Lender and each of the officers, directors, employees, Affiliates and agents of Administrative Agent and each for (x) any Indemnified Taxes attributable to such Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a non-appealable judgment. If and but only to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to make do so), (y) any Taxes attributable to such Lender’s failure to comply with the maximum contribution provisions of Section 8.06(d) relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Administrative Agent in connection with any Facility Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and satisfaction of each of apply any and all amounts at any time owing to such Lender under any Facility Document or otherwise payable by the Indemnified Liabilities which is permissible Administrative Agent to the Lender from any other source against any amount due to Administrative Agent under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementclause (ii).

Indemnification by Loan Parties. In consideration of the execution The Loan Parties hereby agree, jointly and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderseverally, each Loan Party hereby agrees to indemnify, exonerate defend and hold AgentGMAC, each Lender and each of the its directors, officers, directorsagents, employeesemployees and counsel, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actionslosses, causes of actionclaims, suits, lossesdamages, liabilities, damages and expensesdeficiencies, including Legal Costs (collectivelyjudgments, the “Indemnified Liabilities”)penalties or expenses imposed on, incurred by Lender Parties or asserted against any of them as a result ofthem, whether direct, indirect or consequential, arising out of or by reason of any litigation, investigations, claims or proceedings (whether based on any federal, state or local laws or other statutes or regulations, including, without limitation, securities, environmental or commercial laws and regulations, under common law or at equitable cause, or arising on contract or otherwise) commenced or threatened, which arise out ofof or are in any way based upon the negotiation, or relating to (a) any tender offerpreparation, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, enforcement, performance or enforcement administration of this Agreement, any Other Agreement, or any undertaking or proceeding related to any of the transactions contemplated hereby or any act, omission to act, event or transaction related or attendant thereto, including, without limitation, amounts paid in settlement, court costs, and the fees and expenses of counsel reasonably incurred in connection with any such litigation, investigation, claim or proceeding, provided that the Loan Parties shall have no obligation hereunder with respect to indemnified liabilities arising from (i) any claim by GMAC which arises solely from the actions or omissions to act of GMAC and was not caused by any breach of this Agreement or any other Loan Document Other Agreement by any Lender Loan Party, except to or (ii) the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction GMAC or any of its agents, designees or attorneys in a non-appealable judgmentfact. If and to To the extent that the foregoing undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable for because it violates any reasonlaw or public policy, each the Loan Party hereby agrees to make Parties shall contribute the maximum contribution portion which they are permitted to pay and satisfy under applicable law, to the payment and satisfaction of each all indemnified matters incurred by GMAC. If, at the time of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for payment in this Section 11.5 full of Borrowers’ Liabilities, any claim or claims are pending or threatened against GMAC, or its directors, officers, agents, employees or counsel, the foregoing indemnity shall survive repayment the payment of Borrowers’ Liabilities and the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement, and Capital hereby agrees to remain fully liable to GMAC for the indemnity obligation with respect to such claim. All of the foregoing costs and expenses shall be part of Borrowers’ Liabilities, payable upon demand, and secured by the Mortgaged Property.

Indemnification by Loan Parties. In consideration Without duplication or increase of the execution and delivery payment of this Agreement costs contemplated by Agent and Lenders and the agreement to extend the Commitments provided hereunderclause (a) above, each Loan Party hereby agrees to indemnify, exonerate shall indemnify Administrative Agent (and hold Agentany sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a such Person being called an “Lender PartyIndemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the fees, including Legal Costs (collectivelycharges and disbursements of any counsel for any Indemnitee), the “Indemnified Liabilities”)and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any of them as a result of, or other Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by any Company, or any Environmental Liability related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for claim brought by Borrower or any reason, each other Loan Party hereby agrees to make the maximum contribution to the payment against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such other Loan Party has obtained a final and satisfaction nonappealable judgment in its favor on such claim as determined by a court of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementcompetent jurisdiction.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, each Each Loan Party hereby agrees to indemnify, exonerate shall indemnify Administrative Agent (and hold Agentany sub-agent thereof), each Lender and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a such Person being called an “Lender PartyIndemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable and documented fees, including Legal Costs (collectivelydisbursements and other charges of a single counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and in the “Indemnified Liabilities”case of an actual or perceived conflict of interest, additional counsel in each relevant jurisdiction to the affected Indemnitees), incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased Indemnitee by any Person (including Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (cii) any violation Loan or the use or proposed use of the proceeds therefrom, (iii) any Environmental Laws with respect to conditions at actual or alleged presence or release of Hazardous Materials on or from any property owned or leased operated by Borrower or any Loan Party of its Subsidiaries, or any Environmental Claim or Environmental Liability related in any way to any member of the operations conducted thereonConsolidated Group, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (eiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the executionforegoing, deliverywhether based on contract, performance or enforcement of this Agreement tort or any other Loan Document theory, whether brought by a third party or by any Lender Partymember of the Consolidated Group, except and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in a by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the provisions of Section 3.01(c), this Section 12.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementTax claim.

Indemnification by Loan Parties. In consideration The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Credit Party, and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages and expenses(excluding punitive, including Legal Costs (collectivelyconsequential, the “Indemnified Liabilities”indirect, special or exemplary damages, unless actually asserted against an Indemnitee by a third party), liabilities and related expenses (including Attorney Costs), actually incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, Indemnitee by any third party or by any Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the useany actual or alleged presence or Release of Hazardous Materials at, handlingon, releaseunder or from any Collateral Pool Property, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Environmental Claim or Environmental Liability related in any way to any Loan Party, (civ) any violation actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any Environmental other theory or (v) any government investigation, audit, hearing or enforcement action resulting from any Loan Party’s or any of its Affiliate’s noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Laws with respect or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to conditions at indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any property owned or leased by adverse finding is made against any Loan Party or the operations conducted thereonany of its Affiliates), (d) the investigationprovided that such indemnity shall not, cleanup or remediation of offsite locations at which as to any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the executionIndemnitee, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in a by final and non-appealable judgmentjudgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. If and to To the extent that the foregoing undertaking may indemnity set forth above in this paragraph shall be held to be unenforceable for in whole or in part because it is violative of any reasonlaw or public policy, each Loan Party hereby agrees to make the Borrower shall contribute the maximum contribution portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of each all indemnified amounts incurred by Indemnitees or any of the Indemnified Liabilities which is permissible under applicable lawthem. All Obligations provided for in Paragraph (b) of this Section 11.5 shall survive repayment of the Obligationsnot apply with respect to Taxes other than any Taxes that represent losses, cancellation of the Notesclaims, damages, etc. arising from any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementnon-Tax claim.

Indemnification by Loan Parties. In consideration Without duplication or increase of the execution and delivery payment of this Agreement costs contemplated by Agent and Lenders and the agreement to extend the Commitments provided hereunderclause (a) above, each Loan Party hereby agrees to indemnify, exonerate shall indemnify Administrative Agent (and hold Agentany sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a such Person being called an “Lender PartyIndemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the fees, including Legal Costs (collectivelycharges and disbursements of any counsel for any Indemnitee), the “Indemnified Liabilities”)and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by CIM Urban REIT, Borrower or any of them as a result of, or other Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by any Company, or any Environmental Liability related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by CIM Urban REIT, Borrower or any other Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for claim brought by CIM Urban REIT, Borrower or any reason, each other Loan Party hereby agrees to make the maximum contribution to the payment against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if CIM Urban REIT, Borrower or such other Loan Party has obtained a final and satisfaction nonappealable judgment in its favor on such claim as determined by a court of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementcompetent jurisdiction.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement Subject to extend the Commitments provided hereunderSection 10.04(a), Loan Parties shall indemnify each Loan Party hereby agrees to indemnifyIndemnitee against, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable fees, including Legal Costs (collectively, the “Indemnified Liabilities”), charges and disbursements of any counsel for any Indemnitee) incurred by Lender Parties any Indemnitee or asserted against any of them Indemnitee by any third party arising out of, in connection with, or as a result of: (i) the execution or delivery of this Agreement, any other Loan Document or arising out ofany document contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or relating to thereunder or the consummation of the transactions contemplated hereby or thereby; (aii) any tender offer, merger, purchase of equity interests, purchase of assets Loan or other similar transaction financed the use or proposed to be financed in whole or in part, directly or indirectly, with use of the proceeds thereof; (iii) any actual or alleged presence or release of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment Hazardous Materials on or disposal of any Hazardous Substance at from any property owned or leased operated by Loan Parties or any Borrower Subsidiary thereof or any Environmental Claim or Environmental Liability related in any way to Loan Parties or any Subsidiary thereof; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement Parties or any other Loan Document by Subsidiary thereof, and regardless of whether any Lender PartyIndemnitee is a party thereto; provided that such indemnity shall not, except as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in by a final and non-appealable judgment. If judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, and to the extent that the foregoing undertaking may no Loan Party shall be unenforceable liable for any reasonspecial, each indirect, consequential or punitive damages (as opposed to direct or actual damages) other than in connection with any claims or losses asserted by a Loan Party hereby agrees Party. This Section 10.04(b) shall not apply to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the ObligationsTaxes other than any Taxes that constitute losses, cancellation of the Notesclaims, damages, liabilities or expenses arising from any foreclosure undernon-Tax action, claim, litigation, investigation or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementproceeding.

Indemnification by Loan Parties. In consideration Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that no Loan Party shall be required to indemnify a Recipient with respect to any Indemnified Taxes unless such Recipient notifies the applicable Loan Party of the execution indemnification claim for such Indemnified Taxes no later than six months after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and delivery (ii) the date on which such Recipient has made payment of such Indemnified Taxes. For the avoidance of doubt, no indemnification payments shall be due to such Recipient under this paragraph (d) to the extent that such payment is duplicative of any payment otherwise made by a Loan Party to such Recipient pursuant to this Section 3.10, any other Section of this Agreement by Agent and Lenders and or any Loan Document. Notwithstanding anything to the agreement to extend the Commitments provided hereundercontrary in this Agreement or any Loan Document, each no Loan Party hereby agrees shall be required to indemnify, exonerate and hold Agentor pay any additional amounts to, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower Recipient or any other Loan Party, (c) any violation of any Environmental Laws with respect Person pursuant to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by (x) for or with respect to Indemnified Taxes, other than pursuant to this Section 3.10, or (y) for or with respect to any Lender Party, except Excluded Taxes (or any Taxes that would be Excluded Taxes if all relevant Persons were Recipients). A certificate as to the extent any amount of such Indemnified Liabilities result solely from payment or liability and setting forth in reasonable detail the applicable Lender Party’s own gross negligence basis and calculation of such payment or willful misconduct as finally determined liability delivered to Borrower by a court of competent jurisdiction in Lender (with a non-appealable judgment. If and copy to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure underAgent), or any modificationby Agent on its own behalf or on behalf of a Lender, release or discharge of, any or all of the Collateral Documents and termination of this Agreementshall be conclusive absent manifest error.

Indemnification by Loan Parties. In consideration of The Loan Parties shall indemnify Administrative Agent, the execution Arranger, each Issuing Bank and delivery of this Agreement by Agent and the Lenders and the agreement to extend the Commitments provided hereundertheir respective affiliates, and each Loan Related Party hereby agrees to indemnify(each such Person being called an “Indemnitee”) against, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and them harmless from and against all costs and expenses (including, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable and documented out-of-pocket fees, including Legal Costs charges and disbursements of one primary counsel for the Indemnitees taken as a whole (collectivelyabsent an actual conflict of interest in which case affected Persons may engage and be reimbursed for one additional counsel for each such group of affected Indemnitees similarly situated taken as a whole), and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction and, solely in the “Indemnified Liabilities”case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole)), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by Borrowers or any of them as a result of, or other Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration and enforcement of this Agreement and the other Loan Documents, (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by any Borrower Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by Administrative Agent to, a Controlled Account Bank or other Person which has entered into a control agreement with Administrative Agent hereunder or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party, the Sponsor or any of its Affiliates or by Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or expenses (cw) result from any settlement of any claim, litigation, investigation or proceeding without the consent of the Loan Parties (such consent not to be unreasonably withheld, conditioned or delayed), (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith, willful misconduct or material breach of the Loan Documents of or by any Indemnitee or any of its Related Parties or (y) any violation dispute solely among any Indemnitees (other than claims of an Indemnitee against Administrative Agent, in its capacity as such or any Lender in its capacity or fulfilling its role as an arranger or any similar role under the Loan Documents and other than any claims arising out of any Environmental Laws with respect to conditions at any property owned act or leased by omissions on the part of any Loan Party or the operations conducted thereonany of its Affiliates (as determined by a court of competent jurisdiction by final judgment). No Indemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged any Subsidiary of a Loan Party or Related Party of a Loan Party or a Subsidiary of a Loan Party shall have any liability for any special, punitive, indirect or consequential damages relating to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that nothing contained in this sentence shall limit any Lender Party, except such Person’s indemnification obligations set forth in this Agreement or any other Loan Document to the extent such special, indirect, punitive or consequential damages are included in any such Indemnified Liabilities result solely from third party claim in connection with which an Indemnitee is entitled to indemnification hereunder (whether before or after the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a court Closing Date). For the avoidance of competent jurisdiction in doubt, this Section 10.04(b) shall not apply to Taxes other than Taxes that represent liabilities, obligations, losses, damages, etc., with respect to a non-appealable judgmentTax claim. If Notwithstanding the foregoing, each Indemnitee shall be obligated to refund and return promptly to the applicable Borrower, Holdings, Sponsor or Affiliate any and all amounts paid by any Borrower, Holdings, the Sponsor or any of their Affiliates under this clause (b) to such Indemnitee for any such fees, expenses or damages to the extent such Indemnitee is not entitled to payment of such amounts in accordance with the terms hereof. The Loan Parties shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee (which approval shall not be unreasonably withheld or delayed) from all liability on claims that are the foregoing undertaking may be unenforceable for subject matter of such claim, litigation, investigation or proceeding and (ii) does not include any reason, each Loan Party hereby agrees statement as to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modificationadmission of fault, release culpability or discharge of, any a failure to act by or all on behalf of the Collateral Documents and termination of this Agreementsuch Indemnitee.

Indemnification by Loan Parties. In consideration Each Loan Party shall indemnify Administrative Agent (and any sub-agent thereof), each other Lender Party and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agentharmless each Indemnitee from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable and documented fees, including Legal Costs charges and disbursements of any counsel for any Indemnitee (collectively, limited as set forth in the “Indemnified Liabilities”proviso to clause (a) above)), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any of them as a result of, or other Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration and enforcement of this Agreement and the other Loan Documents, (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Lender Party to, a Controlled Account Bank or other Person which has entered into a control agreement with any Lender Party hereunder or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party, the Sponsor or any of its Affiliates or by Borrower or any other Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto; provided that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for claim brought by Borrower or any reason, each other Loan Party hereby agrees to make the maximum contribution to the payment against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document by such Indemnitee, if Borrower or such other Loan Party has obtained a final and satisfaction nonappealable judgment in its favor on such claim as determined by a court of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementcompetent jurisdiction.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, each Each Loan Party hereby agrees to indemnify, exonerate shall indemnify the Administrative Agent (and hold Agentany sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a “Lender Party”such Person being called an "Indemnitee") free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the fees, including Legal Costs (collectivelycharges and disbursements of any counsel for any Indemnitee), the “Indemnified Liabilities”)and, without duplication, shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, Indemnitee by any third party or by such Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby by such Loan Party, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any tender offer, merger, purchase Letter of equity interests, purchase Credit issued for the account of assets the Borrower or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by such Loan Party or any Borrower of its Subsidiaries, or any Environmental Liability related in any way to such Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto; provided that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each claim brought by such Loan Party hereby agrees to make the maximum contribution to the payment against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and satisfaction nonappealable judgment in its favor on such claim as determined by a court of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementcompetent jurisdiction.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement Subject to extend the Commitments provided hereunderSection 10.04(a), Loan Parties shall indemnify each Loan Party hereby agrees to indemnifyIndemnitee against, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable fees, including Legal Costs (collectively, the “Indemnified Liabilities”), charges and disbursements of any counsel for any Indemnitee) incurred by Lender Parties any Indemnitee or asserted against any of them Indemnitee by any third party arising out of, in connection with, or as a result of: (i) the execution or delivery of this Agreement, any other Loan Document or arising out ofany document contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or relating to thereunder or the consummation of the transactions contemplated hereby or thereby; (aii) any tender offer, merger, purchase of equity interests, purchase of assets Term Loan or other similar transaction financed the use or proposed to be financed in whole or in part, directly or indirectly, with use of the proceeds thereof; (iii) any actual or alleged presence or release of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment Hazardous Materials on or disposal of any Hazardous Substance at from any property owned or leased operated by Loan Parties or any Borrower Subsidiary thereof or any Environmental Claim or Environmental Liability related in any way to Loan Parties or any Subsidiary thereof; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement Parties or any other Loan Document by Subsidiary thereof, and regardless of whether any Lender PartyIndemnitee is a party thereto; provided that such indemnity shall not, except as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in by a final and non-appealable judgment. If judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and to the extent that the foregoing undertaking may no Loan Party shall be unenforceable liable for any reasonspecial, each indirect, consequential or punitive damages (as opposed to direct or actual damages) other than in connection with any claims or losses asserted by a Loan Party hereby agrees Party. This Section 10.04(b) shall not apply to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the ObligationsTaxes other than any Taxes that constitute losses, cancellation of the Notesclaims, damages, liabilities or expenses arising from any foreclosure undernon-Tax action, claim, litigation, investigation or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementproceeding.

Indemnification by Loan Parties. In consideration Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof) and each Lender, and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable fees, including Legal Costs (collectively, the “Indemnified Liabilities”charges and disbursements of any counsel for any Indemnitee), incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (cii) any violation Loan or the use or proposed use of the proceeds therefrom, (iii) any Environmental Laws with respect to conditions at actual or alleged presence or release of Hazardous Materials on or from any property owned or leased operated by Discovery (solely upon and after the consummation of the Combination Transactions), the Borrower or any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged Subsidiaries, or any Environmental Liability related in any way to have directly Discovery (solely upon and after the consummation of the Combination Transactions), the Borrower or indirectly disposed any of Hazardous Substances their respective Subsidiaries, or (eiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the executionforegoing, deliverywhether based on contract, performance tort or enforcement of this Agreement any other theory, whether brought by a third party or by Discovery, the Borrower, or any other Loan Document by any Lender Party, except and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, (y) result from a non-appealable judgment. If and to claim brought by Discovery, the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure underBorrower, or any modification, release other Loan Party against an Indemnitee or discharge of, any or all Related Party of the Collateral Documents and termination of this Agreement.such 103 1006836498v2

Indemnification by Loan Parties. In consideration Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof) and each Lender, and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable fees, including Legal Costs (collectively, the “Indemnified Liabilities”charges and disbursements of any counsel for any Indemnitee), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any Person (including the Company or any of them as a result of, or other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (i) any tender offer, merger, purchase of equity interests, purchase of assets Loan or other similar transaction financed the use or proposed to be financed in whole or in part, directly or indirectly, with use of the proceeds of any of the Loantherefrom, (bi) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by the Facility Guarantor or any Borrower of its Subsidiaries, or any Environmental Liability related in any way to the Facility Guarantor or any of its Subsidiaries, or (i) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Facility Guarantor, the Company, or any other Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto; provided that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, (y) result from a non-appealable judgment. If and to claim brought by the extent that Facility Guarantor, the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure underCompany, or any modificationother Loan Party against an Indemnitee or any Related Party of such Indemnitee for material breach of such Indemnitee’s or Related Party’s obligations hereunder or under any other Loan Document, release if the Facility Guarantor, the Company, or discharge ofsuch other Loan Party, as the case may be, has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) result from disputes solely between or among Indemnitees (other than any claims against any Indemnitee in its capacity as the Administrative Agent, an Arranger or all any similar role under this Agreement or any other Loan Documents or any of their Subsidiaries or Affiliates (in each case, acting in its capacity as such)) and not arising out of or involving any act or omission of the Collateral Documents and termination Company or any of its Subsidiaries or Affiliates (including their officers, directors, employees or controlling Persons). Without limiting the provisions of Section 3.01(c), this AgreementSection 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or liabilities arising from any non-Tax claim.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Administrative Agent and the Lenders and the agreement to extend the Commitments provided hereunderunder this Agreement, each Loan Party of Holdings and each Borrower hereby agrees to indemnify, exonerate exonerate, and hold harmless Administrative Agent, each Lender and each of the officers, directors, employees, Affiliates Affiliates, agents, and agents Approved Funds of Administrative Agent and each Lender (each each, a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages damages, and expenses, including Legal Attorney Costs (collectively, the “Indemnified Liabilities”), incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interestscapital securities, purchase of assets (including the Related Transaction and the RWS Acquisition) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, Loans; (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, ; (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, ; (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances Substances; or (e) the execution, delivery, performance performance, or enforcement of this Agreement or any other Loan Document by any of the Lender PartyParties, in each case except to the extent for any such Indemnified Liabilities result solely from arising on account of the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a final, non-appealable judgment by a court of competent jurisdiction in a non-appealable judgmentjurisdiction. If and to the extent that the foregoing undertaking may be is unenforceable for any reason, each Loan Party of Holdings and each 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. All Obligations obligations provided for in this Section 11.5 shall 15.17 will survive repayment of the ObligationsLoans, cancellation of the Notes, any foreclosure under, or any modification, release release, or discharge of, any or all of the Collateral Documents and termination of this Agreement.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent the Agents and the Lenders and the agreement to extend the Commitments provided hereunderunder this Agreement, each Loan Party Borrower hereby agrees to indemnify, exonerate exonerate, and hold harmless each Agent, each Lender and each of the officers, directors, employees, Affiliates Affiliates, agents, and agents Approved Funds of each Agent and each Lender (each each, a “Lender Party” or “Indemnitee”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages damages, and expenses, including Legal Attorney Costs (collectively, the “Indemnified Liabilities”), incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interestsEquity Interests, purchase of assets (including the Specified Acquisition Transactions) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, Loans; (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, ; (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, ; (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances Substances; or (e) the execution, delivery, performance performance, or enforcement of this Agreement or any other Loan Document by any of the Lender PartyParties, in each case except to the extent for any such Indemnified Liabilities result solely from arising on account of the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a final, non-appealable judgment by a court of competent jurisdiction in a non-appealable judgmentjurisdiction. If and to the extent that the foregoing undertaking may be is unenforceable for any reason, each Loan Party 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. All Obligations obligations provided for in this Section 11.5 shall 15.17 will survive repayment of the ObligationsLoans, cancellation of the Notes, any foreclosure under, or any modification, release release, or discharge of, any or all of the Collateral Documents and termination of this Agreement. This Section 15.17 shall not apply with respect to Taxes other than any Taxes that represent Indemnified Liabilities arising from any non-Tax claim.

Indemnification by Loan Parties. In consideration Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that no Loan Party shall be required to indemnify a Recipient with respect to any Indemnified Taxes unless such Recipient notifies the applicable Loan Party of the execution indemnification claim for such Indemnified Taxes no later than six months after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and delivery (ii) the date on which such Recipient has made payment of such Indemnified Taxes. For the avoidance of doubt, no indemnification payments shall be due to such Recipient under this paragraph (d) to the extent that such payment is duplicative of any payment otherwise made by a Loan Party to such Recipient pursuant to this Section 3.10, any other Section of this Agreement by Agent and Lenders and or any Loan Document. Notwithstanding anything to the agreement to extend the Commitments provided hereundercontrary in this Agreement or any Loan Document, each no Loan Party hereby agrees shall be required to indemnify, exonerate and hold Agentor pay any additional amounts to, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower Recipient or any other Loan Party, (c) any violation of any Environmental Laws with respect Person pursuant to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by (x) for or with respect to Indemnified Taxes, other than Amended and Restated Credit Agreement v7 34 pursuant to this Section 3.10, or (y) for or with respect to any Lender Party, except Excluded Taxes (or any Taxes that would be Excluded Taxes if all relevant Persons were Recipients). A certificate as to the extent any amount of such Indemnified Liabilities result solely from payment or liability and setting forth in reasonable detail the applicable Lender Party’s own gross negligence basis and calculation of such payment or willful misconduct as finally determined liability delivered to Borrower by a court of competent jurisdiction in Lender (with a non-appealable judgment. If and copy to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure underAgent), or any modificationby Agent on its own behalf or on behalf of a Lender, release or discharge of, any or all of the Collateral Documents and termination of this Agreementshall be conclusive absent manifest error.

Indemnification by Loan Parties. In consideration of the execution The Borrower shall, and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, shall cause each other Loan Party hereby agrees to, jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to indemnify, exonerate amounts payable under this Section 2.17) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and hold Agent, each Lender any reasonable expenses arising therefrom or with respect thereto (including any recording and each of the officers, directors, employees, Affiliates filing fees with respect thereto or resulting therefrom and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result ofliabilities with respect to, or arising out ofresulting from, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed delay in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any paying such Indemnified Liabilities result solely Taxes) other than any interest, fees or penalties resulting from the applicable Lender Party’s own gross negligence or willful misconduct (as finally determined by a final and non-appealable judgment of a court of competent jurisdiction or as documented in any settlement agreement) the gross negligence, bad faith or willful misconduct of such Recipient, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a non-appealable judgmentLender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. If and any Loan Party fails to pay any Taxes when due to the extent that appropriate taxing authority or fails to remit to the foregoing undertaking may be unenforceable Administrative Agent the required receipts or other required documentary evidence, such Loan Party shall indemnify the Administrative Agent and the Lenders for any reasonincremental taxes, each Loan Party hereby agrees to make interest or penalties that may become payable by the maximum contribution Administrative Agent or any Lender as a result of any such failure. Notwithstanding anything to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for contrary in this Section 11.5 2.17, the Borrower shall survive repayment not be required to indemnify a Lender pursuant to this Section 2.17 for any Indemnified Taxes payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient more than nine months prior to the date that such Lender notifies the Borrower of such Xxxxxx’s intention to claim indemnification therefor; provided that if the Obligationscircumstances giving rise to such claim have a retroactive effect, cancellation then such nine-month period shall be extended to include the period of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.such retroactive effect. ​ ​ ​ ​

Indemnification by Loan Parties. In consideration of the execution The Borrower Parties hereby indemnify Administrative Agent (and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, each Loan Party hereby agrees to indemnify, exonerate and hold Agentany sub-agent thereof), each Lender and Letter of Credit Issuer, and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a such Person being called an “Lender PartyIndemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the fees, including Legal Costs charges and disbursements of counsel for the Indemnitees (collectivelyit being understood that the legal fees and expenses pursuant to this clause (b) shall be limited to the reasonable and documented fees and expenses incurred by one firm of counsel (plus any local or special counsel or additional counsel required as a result of any conflict) for the Indemnitees, the “Indemnified Liabilities”taken as a whole)), incurred by Lender Parties any Indemnitee or asserted against any of them Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of: (i) the execution or delivery of this Credit Agreement, any other Loan Document or arising out ofany agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or relating to thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (aand any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents; (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by Letter of Credit Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of such Letter of Credit); (iii) any actual or alleged presence or Release of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment Hazardous Materials on or disposal of any Hazardous Substance at from any property owned or leased operated by any Borrower Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower Party or any of its Subsidiaries; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity will not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in a by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the provisions of Section 4.01, this Section 13.06(b) does not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementTax claim.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Administrative Agent and the Lenders and the agreement to extend the Commitments provided hereunderunder this Agreement, each Loan Party Borrower hereby agrees to indemnify, exonerate exonerate, and hold harmless Administrative Agent, each Lender and each of the officers, directors, employees, Affiliates Affiliates, agents, and agents Approved Funds of Administrative Agent and each Lender (each each, a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages damages, and expenses, including Legal Attorney Costs (collectively, the “Indemnified Liabilities”), incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interestscapital securities, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, Loans; (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, ; (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, ; (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances Substances; or (e) the execution, delivery, performance performance, or enforcement of this Agreement or any other Loan Document by any of the Lender PartyParties, in each case except to the extent for any such Indemnified Liabilities result solely from arising on account of the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a final, non-appealable judgment by a court of competent jurisdiction in a non-appealable judgmentjurisdiction. If and to the extent that the foregoing undertaking may be is unenforceable for any reason, each Loan Party 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. All Obligations obligations provided for in this Section 11.5 shall 15.17 will survive repayment of the ObligationsLoans, cancellation of the Notes, any foreclosure under, or any modification, release release, or discharge of, any or all of the Collateral Documents and termination of this Agreement.

Indemnification by Loan Parties. In consideration The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Credit Party, and each Related - 135 - Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and related expenses (including Attorney Costs (but limited in the case of legal fees and expenses, including Legal Costs (collectivelyto the reasonable and documented out-of-pocket fees, disbursements and other charges of one additional counsel to all Indemnitees taken as a whole, and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the “Indemnified Liabilities”interests of such Indemnitees, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees)), incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, Indemnitee by any third party or by any Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the useany actual or alleged presence or Release of Hazardous Materials at, handlingon, release, emission, discharge, transportation, storage, treatment under or disposal of any Hazardous Substance at from any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased operated by any Loan Party or the operations conducted thereonany of its Subsidiaries, (d) the investigation, cleanup or remediation of offsite locations at which any Environmental Claim or Environmental Liability related in any way to any Loan Party or their respective predecessors are alleged any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to have directly or indirectly disposed any of Hazardous Substances or (e) the executionforegoing, deliverywhether based on contract, performance or enforcement of this Agreement tort or any other Loan Document theory, whether brought by a third party or by any Lender Loan Party, except and regardless of whether any Indemnitee is a party thereto or (v) any government investigation, audit, hearing or enforcement action resulting from any Loan Party’s or any of its Affiliate’s noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and other expenses) regardless of whether any adverse finding is made against any Loan Party or any of its Affiliates), provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in a by final and non-appealable judgmentjudgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. If and to To the extent that the foregoing undertaking may indemnity set forth above in this paragraph shall be held to be unenforceable for in whole or in part because it is violative of any reasonlaw or public policy, each Loan Party hereby agrees to make the Borrower shall contribute the maximum contribution portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of each all indemnified amounts incurred by Indemnitees or any of them. Notwithstanding anything contained in this Agreement to the contrary, the Loan Parties’ liability and obligations with respect to any indemnified liability arising out of any Environmental Law, Environmental Claim or Environmental Liability shall be released on the date which is the earlier of (A) the one (1) year anniversary of the Indemnified Liabilities date on which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment the earliest of the following occurs: (i) the payment in full of the Loan Document Obligations, cancellation or (ii) the Administrative Agent or its nominee or assignee have exercised its foreclosure rights under this Agreement (any of (i) or (ii), the “Release Date”) provided that the Administrative Agent has received an environmental investigation report, which includes an ASTM E1527-21 Phase I and a compliance audit, prepared on the Administrative Agent’s behalf by environmental professionals selected by the Loan Parties and approved by the Administrative Agent in its reasonable discretion, at the cost of the NotesLoan Parties, that indicates that the Real Property is free from any foreclosure undercircumstance, condition, Hazardous Materials, Release or any modification, release or discharge of, any or all threat of Release of Hazardous Materials that constitutes a “recognized environmental condition” (as that term is defined in the ASTM standard practice for Phase I Environmental Site Assessments) and has no violations that would reasonably be expected to have a Material Adverse Effect and that were not disclosed to the Administrative Agent in connection with the closing of the Collateral Documents and termination of this AgreementCredit Facilities.

Indemnification by Loan Parties. In consideration Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that no Loan Party shall be required to indemnify a Recipient with respect to any Indemnified Taxes unless such Recipient notifies the applicable Loan Party of the execution indemnification claim for such Indemnified Taxes no later than six months after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and delivery (ii) the date on which such Recipient has made payment of such Indemnified Taxes. For the avoidance of doubt, no indemnification payments shall be due to such Recipient under this paragraph (d) to the extent that such payment is duplicative of any payment otherwise made by a Loan Party to such Recipient pursuant to this Section 3.10, any other Section of this Agreement by Agent and Lenders and or any Loan Document. Notwithstanding anything to the agreement to extend the Commitments provided hereundercontrary in this Agreement or any Loan Document, each no Loan Party hereby agrees shall be required to indemnify, exonerate and hold Agentor pay any additional amounts to, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower Recipient or any other Loan Party, (c) any violation of any Environmental Laws with respect Person pursuant to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by (x) for or with respect to Indemnified Taxes, other than pursuant to this Section 3.10, or (y) for or with respect to any Lender Party, except Excluded Taxes (or any Taxes that would be Excluded Taxes if all relevant Persons were Recipients). A certificate as to the extent any amount of such Indemnified Liabilities result solely from payment or liability and setting forth in reasonable detail the applicable Lender Party’s own gross negligence basis and calculation of such payment or willful misconduct as finally determined liability delivered to Borrower by a court of competent jurisdiction in Lender (with a non-appealable judgment. If and copy to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure underAgent), or any modificationby Agent on its own behalf or on behalf of a Lender, release or discharge of, any or all of the Collateral Documents and termination of this Agreementshall be conclusive absent manifest error.

Indemnification by Loan Parties. In consideration For the avoidance of doubt without duplication of the execution Loan Parties’ obligations set forth in Section 2.20(a) above, the Borrower shall, and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, shall cause each other Loan Party hereby agrees to, jointly and severally indemnify each Recipient, within 20 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to indemnifyamounts payable under this Section 2.20) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto (including any recording and filing fees with respect thereto or resulting therefrom and any liabilities with respect to, exonerate and hold Agentor resulting from, each Lender and each of any delay in paying such Indemnified Taxes), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the officersrelevant Governmental Authority. If the Borrower reasonably believes that any such Indemnified Taxes were not correctly or legally asserted, directors, employees, Affiliates and agents of then at the Borrower’s request the Administrative Agent and each Lender affected Recipient will use reasonable efforts to cooperate with the Borrower in pursuing a refund of such Indemnified Taxes so long as such efforts would not, in the sole determination exercised in good faith of the Administrative Agent or the affected Recipient, result in any additional costs, expenses or risks or be otherwise disadvantageous to it. A certificate, with reasonable supporting detail, setting forth the amount of such payment or liability delivered to the Borrower by a Recipient (each with a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, copy to the “Indemnified Liabilities”Administrative Agent), incurred or by Lender Parties the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error. If any of them Loan Party fails to pay any Indemnified Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the receipts or other documentary evidence required to be provided by the Loan Party under this Section 2.20, such Loan Party shall indemnify the Administrative Agent and any applicable Recipient for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or such Recipient as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementfailure.

Indemnification by Loan Parties. In consideration (i) Each of the execution Loan Parties shall, and delivery does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Agreement Section 2.10) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. Each of the Loan Parties shall, and Lenders does hereby, jointly and the agreement severally indemnify Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason US-DOCS\101836689.12 fails to extend the Commitments provided hereunderpay indefeasibly to Administrative Agent as required pursuant to Section 2.10(c)(ii) below. (ii) Each Lender shall, each Loan Party hereby agrees to and does hereby, severally indemnify, exonerate and hold Agentshall make payment in respect thereof within ten (10) days after demand therefor, each Lender and each of the officers, directors, employees, Affiliates and agents of Administrative Agent and each for (x) any Indemnified Taxes attributable to such Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a non-appealable judgment. If and but only to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to make do so), (y) any Taxes attributable to such Lender’s failure to comply with the maximum contribution provisions of Section 8.06(d) relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Administrative Agent in connection with any Facility Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and satisfaction of each of apply any and all amounts at any time owing to such Lender under any Facility Document or otherwise payable by the Indemnified Liabilities which is permissible Administrative Agent to the Lender from any other source against any amount due to Administrative Agent under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementclause (ii).

Indemnification by Loan Parties. In consideration of the execution The Borrower shall, and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, shall cause each other Loan Party hereby agrees to, jointly and severally indemnify each Recipient, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to indemnify, exonerate amounts payable under this Section 2.17) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and hold Agent, each Lender any reasonable expenses arising therefrom or with respect thereto (including any recording and each of the officers, directors, employees, Affiliates filing fees with respect thereto or resulting therefrom and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result ofliabilities with respect to, or arising out ofresulting from, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed delay in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any paying such Indemnified Liabilities result solely Taxes) other than any interest, fees or penalties resulting from the applicable Lender Party’s own gross negligence or willful misconduct (as finally determined by a final and non-appealable judgment of a court of competent jurisdiction or as documented in any settlement agreement) the gross negligence, bad faith or willful misconduct of such Recipient, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a non-appealable judgmentLender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. If and any Loan Party fails to pay any Taxes when due to the extent that appropriate taxing authority or fails to remit to the foregoing undertaking may be unenforceable Administrative Agent the required receipts or other required documentary evidence, such Loan Party shall indemnify the Administrative Agent and the Lenders for any reasonincremental taxes, each Loan Party hereby agrees to make interest or penalties that may become payable by the maximum contribution Administrative Agent or any Lender as a result of any such failure. Notwithstanding anything to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for contrary in this Section 11.5 2.17, the Borrower shall survive repayment not be required to indemnify a Lender pursuant to this Section 2.17 for any Indemnified Taxes payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient more than nine months prior to the date that such Lender notifies the Borrower of such Lxxxxx’s intention to claim indemnification therefor; provided that if the Obligationscircumstances giving rise to such claim have a retroactive effect, cancellation then such nine-month period shall be extended to include the period of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementsuch retroactive effect.

Indemnification by Loan Parties. In consideration Each Loan Party shall indemnify Lender (and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an "Indemnitee") against, each Loan Party hereby agrees to indemnify, exonerate and hold Agentharmless each Indemnitee from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable fees, including Legal Costs (collectively, the “Indemnified Liabilities”charges and disbursements of any counsel for any Indemnitee), incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, Indemnitee by any third party or by any Loan Party arising out of, of or relating to (ai) the execution or delivery of any Loan Document, the performance by Lender of its obligations thereunder, the consummation of the transactions contemplated thereby or, the administration and enforcement of this Agreement and the other Loan Documents, (ii) any tender offer, merger, purchase of equity interests, purchase of assets Loan or other similar transaction financed the use or proposed to be financed in whole or in part, directly or indirectly, with use of the proceeds of any of the Loantherefrom, (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by any Borrower Loan Party, or any other Environmental Liability related in any way to any Loan Party, (civ) any violation claims of, or amounts paid by Lender to, any Person which has entered into a deposit account control agreement with Lender hereunder or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on any Environmental Laws with respect to conditions at any property owned theory, whether brought by a third party or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in a non-appealable judgment. If by final and nonappealable judgment to have resulted from the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction gross negligence or willful misconduct of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementsuch Indemnitee.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, each Each Loan Party hereby agrees to indemnify, exonerate shall indemnify Administrative Agent (and hold Agentany sub-agent thereof), each Lender and L/C Issuer, and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a such Person being called an “Lender PartyIndemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable and documented fees, including Legal Costs (collectivelydisbursements and other charges of a single counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and in the “Indemnified Liabilities”case of an actual or perceived conflict of interest, additional counsel in each relevant jurisdiction to the affected Indemnitees), incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased Indemnitee by any Person (including Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (cii) any violation Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any Environmental Laws refusal by L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with respect to conditions at such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or leased operated by Borrower or any Loan Party of its Subsidiaries, or any Environmental Claim or Environmental Liability related in any way to any member of the operations conducted thereonConsolidated Group, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (eiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the executionforegoing, deliverywhether based on contract, performance or enforcement of this Agreement tort or any other Loan Document theory, whether brought by a third party or by any Lender Partymember of the Consolidated Group, except and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in a by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the provisions of Section 3.01(d), this Section 12.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementTax claim.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent the Agents and the Lenders and the agreement to extend the Commitments provided hereunderunder this Agreement, each Loan Party Borrower hereby agrees to indemnify, exonerate exonerate, and hold harmless each Agent, each Lender and each of the officers, directors, employees, Affiliates Affiliates, agents, and agents Approved Funds of each Agent and each Lender (each each, a “"Lender Party”" or "Indemnitee") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages damages, and expenses, including Legal Attorney Costs (collectively, the “"Indemnified Liabilities”"), incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interestsEquity Interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, Loans; (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, ; (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, ; (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances Substances; or (e) the execution, delivery, performance performance, or enforcement of this Agreement or any other Loan Document by any of the Lender PartyParties, in each case except to the extent for any such Indemnified Liabilities result solely from arising on account of the applicable Lender Party’s own 's gross negligence or willful misconduct as finally determined by a final, non-appealable judgment by a court of competent jurisdiction in a non-appealable judgmentjurisdiction. If and to the extent that the foregoing undertaking may be is unenforceable for any reason, each Loan Party 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. All Obligations obligations provided for in this Section 11.5 shall 15.17 will survive repayment of the ObligationsLoans, cancellation of the Notes, any foreclosure under, or any modification, release release, or discharge of, any or all of the Collateral Documents and termination of this Agreement. This Section 15.17 shall not apply with respect to Taxes other than any Taxes that represent Indemnified Liabilities arising from any non-Tax claim.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by The Loan Parties shall indemnify Collateral Agent and the Lenders and the agreement to extend the Commitments provided hereundertheir respective affiliates, and each Loan Related Party hereby agrees to indemnify(each such Person being called an “Indemnitee”) against, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and them harmless from and against all costs and expenses (including, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable and documented out-of-pocket fees, including Legal Costs charges and disbursements of one primary counsel for the Indemnitees taken as a whole (collectivelyabsent an actual conflict of interest in which case affected Persons may engage and be reimbursed for one additional counsel for each such group of affected Indemnitees similarly situated taken as a whole), and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction and, solely in the “Indemnified Liabilities”case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole)), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by Borrowers or any of them as a result of, or other Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby or, in the case of Collateral Agent (and any sub-agent thereof) and its Related Parties only, the administration and enforcement of this Agreement and the other Loan Documents, (ii) any tender offer, merger, purchase of equity interests, purchase of assets Loan or other similar transaction financed the use or proposed to be financed in whole or in part, directly or indirectly, with use of the proceeds of any of the Loantherefrom, (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by any Borrower Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by Collateral Agent to, a Controlled Account Bank or other Person which has entered into a control agreement with Collateral Agent hereunder or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party, the Sponsor or any of its Affiliates or by Borrowers or any other Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto; provided that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent that such losses, claims, damages, liabilities or expenses (w) result from any settlement of any claim, litigation, investigation or proceeding without the consent of the Loan Parties (such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence consent not to be unreasonably withheld, conditioned or willful misconduct as finally delayed), (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith, willful misconduct or material breach of the Loan Documents of or by any Indemnitee or any of its Related Parties or (y) any dispute solely among any Indemnitees (other than claims of an Indemnitee against Collateral Agent, in its capacity as such or any Lender in its capacity or fulfilling its role as an arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omissions on the part of any Loan Party or any of its Affiliates (as determined by a court of competent jurisdiction by final judgment). For the avoidance of doubt, this Section 10.04(b) shall not apply to Taxes other than Taxes that represent liabilities, obligations, losses, damages, etc., with respect to a non-appealable judgmentTax claim. If Notwithstanding the foregoing, each Indemnitee shall be obligated to refund and return promptly to the applicable Borrower, Holdings, Sponsor or Affiliate any and all amounts paid by any Borrower, Holdings, the Sponsor or any of their Affiliates under this clause (b) to such Indemnitee for any such fees, expenses or damages to the extent such Indemnitee is not entitled to payment of such amounts in accordance with the terms hereof. The Loan Parties shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee (which approval shall not be unreasonably withheld or delayed) from all liability on claims that are the foregoing undertaking may be unenforceable for subject matter of such claim, litigation, investigation or proceeding and (ii) does not include any reason, each Loan Party hereby agrees statement as to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modificationadmission of fault, release culpability or discharge of, any a failure to act by or all on behalf of the Collateral Documents and termination of this Agreementsuch Indemnitee.

Indemnification by Loan Parties. In consideration Each Loan Party shall jointly and severally indemnify Administrative Agent (and any sub-agent thereof), each other Lender Party and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the fees, including Legal Costs charges and disbursements of one counsel to Administrative Agent and its Related Parties and one counsel for the other Indemnitees (collectivelyand, if reasonably necessary, one local counsel to Administrative Agent and its Related Parties and one local counsel to the “Indemnified Liabilities”other Indemnitees, in any relevant material jurisdiction), ) incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Related Party of them as a result of, or Borrower arising out of, in connection with, or relating to as a result of (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (bi) the use, handling, release, emission, discharge, transportation, storage, treatment execution or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement delivery of this Agreement or Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents, (ii) any Lender PartyLoan or the use or proposed use of the proceeds therefrom, except or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any Related Party of Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in a by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. This Section 8.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementTax claim.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and the Lenders and the agreement to extend the Commitments provided hereunder, each Loan Party hereby agrees agrees, on a joint and several basis, to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates Affiliates, advisors, principals, partners and agents of Agent and each Lender Lender, and each of their respective heirs, successors and permitted assigns (each a “Lender PartyIndemnified Person”) , and collectively, the “Indemnified Persons”), free and harmless from and against any and all actions, causes of action, suits, losses, claims, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”)) to which such Indemnified Person may become subject or that may be incurred or asserted or awarded against such Indemnified Person, incurred by Lender Parties or any of them as a result of, or in each case arising out ofof or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or relating proceeding in preparation of a defense in connection with) (and without duplication of any amounts required to be paid under Section 10.4) (a) any tender offermatters or transactions contemplated in this Agreement or by any related transaction or the execution, mergerdelivery, purchase of equity interests, purchase of assets performance or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds enforcement of any of the LoanLoan Documents, (b) the use or the contemplated use of the proceeds of the Loans, and will reimburse each Indemnified Person for all reasonable and documented out-of-pocket expenses (including Legal Costs) on demand as they are incurred in connection with any of the foregoing, (c) the actual use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower Loan Party or any other Subsidiary that is also a Loan Party, (cd) any violation of any Environmental Laws which would reasonably be expected to have a Material Adverse Effect with respect to conditions at any property owned or leased by any Loan Party or any Subsidiary that is also a Loan Party or the operations conducted thereon, (de) any environmental claim, environmental liability or remedial action arising from or in connection with the past, present or future operations of, or any property currently, formerly or in the future owned, leased or operated by, any Loan Party, any of its Subsidiaries or any predecessor in interest, (f) any environmental Lien recorded against any property owned, leased or operated by any Loan Party or any of its Subsidiaries, or (g) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have any Subsidiary that is also a Loan Party directly or indirectly disposed of Hazardous Substances or (e) Substances; provided that the execution, delivery, performance or enforcement of this Agreement or Borrower shall not be liable for any other Loan Document by any Lender Party, except Indemnified Liabilities to the extent any such Indemnified Liabilities result solely resulting from the applicable Lender Party’s own gross negligence or willful misconduct of any Indemnified Person, in each case, as finally determined by a final and non-appealable judgment of a court of competent jurisdiction in a non-appealable judgmentjurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party 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. All Obligations provided for in this Section 11.5 10.5 shall survive repayment Payment in Full of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.

Indemnification by Loan Parties. In consideration The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Revolving Credit Lender, each other Qualified Hedge Bank and the L/C Issuer, and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the fees, including Legal Costs (collectively, the “Indemnified Liabilities”charges and disbursements of any counsel for any Indemnitee), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any of them as a result of, or other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Revolving Credit Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on or from the Properties, or any Environmental Liability related in any way to any Loan Party or their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loanforegoing, (b) whether based on contract, tort or any other theory, whether brought by a third party or by the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto; provided that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in a non-appealable judgment. If by final and nonappealable judgment to have resulted from the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction gross negligence or willful misconduct of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementsuch Indemnitee.

Indemnification by Loan Parties. In consideration of The Loan Parties shall indemnify Administrative Agent, the execution Arranger, each Issuing Bank and delivery of this Agreement by Agent and the Lenders and the agreement to extend the Commitments provided hereundertheir respective affiliates, and each Loan Related Party hereby agrees to indemnify(each such Person being called an “Indemnitee”) against, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and them harmless from and against all costs and expenses (including, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable and documented out-of-pocket fees, including Legal Costs charges and disbursements of one primary counsel for the Indemnitees taken as a whole (collectivelyabsent an actual conflict of interest in which case affected Persons may engage and be reimbursed for one additional counsel for each such group of affected Indemnitees similarly situated taken as a whole), and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction and, solely in the “Indemnified Liabilities”case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole)), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by Borrowers or any of them as a result of, or other Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration and enforcement of this Agreement and the other Loan Documents, (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by any Borrower Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by Administrative Agent to, a Controlled Account Bank or other Person which has entered into a control agreement with Administrative Agent hereunder or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party, the Sponsor or any of its Affiliates or by Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or expenses (cw) result from any settlement of any claim, litigation, investigation or proceeding without the consent of the Loan Parties (such consent not to be unreasonably withheld, conditioned or delayed), (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith, willful misconduct or material breach of the Loan Documents of or by any Indemnitee or any of its Related Parties or (y) any violation dispute solely among any Indemnitees (other than claims of an Indemnitee against Administrative Agent, in its capacity as such or any Lender in its capacity or fulfilling its role as an arranger or any similar role under the Loan Documents and other than any claims arising out of any Environmental Laws with respect to conditions at any property owned act or leased by omissions on the part of any Loan Party or the operations conducted thereonany of its Affiliates (as determined by a court of competent jurisdiction by final judgment). No Indemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged any Subsidiary of a Loan Party or Related Party of a Loan Party or a Subsidiary of a Loan Party shall have any liability for any special, punitive, indirect or consequential damages relating to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Partyor arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). For the avoidance of doubt, except this Section 10.04(b) shall not apply to the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in Taxes other than Taxes that represent liabilities, obligations, losses, damages, etc., with respect to a non-appealable judgmentTax claim. If Notwithstanding the foregoing, each Indemnitee shall be obligated to refund and return promptly to the extent that applicable Borrower, Holdings, Sponsor or Affiliate any and all amounts paid by any Borrower, Holdings, the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, Sponsor or any modification, release or discharge of, any or all of the Collateral Documents and termination of their Affiliates under this Agreement.clause

Indemnification by Loan Parties. In consideration of Whether or not the execution and delivery of this Agreement by Agent and Lenders and transactions contemplated hereby are consummated, the agreement to extend the Commitments provided hereunder, each Loan Party hereby agrees to indemnify, exonerate Parties shall indemnify and hold harmless each Agent-Related Person, each Lender and each of the officerstheir respective Affiliates, directors, officers, employees, Affiliates counsel, agents and agents of Agent and each Lender attorneys-in-fact (each a collectively the “Lender PartyIndemnitees”) free and harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, causes of actionjudgments, suits, lossescosts, liabilitiesexpenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, damages incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Borrower, any Subsidiary or any other Loan Document Party, or any Environmental Liability related in any way to any Borrower, any Subsidiary or any other Loan Document Party (provided, however, that no Borrower shall have any indemnification obligation to an Indemnitee under this clause (c) with respect to any property currently or formerly owned or operated by any Loan Party or any Environmental Liability related to any Loan Party if such Indemnitee has any Indebtedness outstanding to such Loan Party outside of this Agreement and expensesthe other Loan Documents and if such Indemnitee’s claim for indemnification arises in connection with such other Indebtedness and not the Indebtedness arising under this Agreement and the other Loan Documents ), or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including Legal Costs any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, incurred as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by Lender Parties a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of them as a result of, any information or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets other materials obtained through IntraLinks or other similar transaction financed information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or proposed consequential damages relating to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to or arising out of its activities in connection herewith or therewith (whether before or after the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawClosing Date). All Obligations provided for amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor. The agreements in this Section 11.5 shall survive repayment the resignation of the ObligationsAdministrative Agent, cancellation the replacement of any Lender, the termination of the NotesAggregate Commitments and the repayment, any foreclosure under, or any modification, release satisfaction or discharge of, any or of all of the Collateral Documents and termination of this Agreementother Obligations.

Indemnification by Loan Parties. In consideration Without duplication or increase of the execution and delivery payment of this Agreement costs contemplated by Agent and Lenders and the agreement to extend the Commitments provided hereunderclause (a) above, each Loan Party hereby agrees to indemnifyshall indemnify Administrative Agent (and any sub-agent thereof) and each Lender, exonerate and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the fees, including Legal Costs (collectivelycharges and disbursements of any counsel for any Indemnitee), the “Indemnified Liabilities”)and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any of them as a result of, or other Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any tender offer, merger, purchase of equity interests, purchase of assets Loan or other similar transaction financed the use or proposed to be financed in whole or in part, directly or indirectly, with use of the proceeds of any of the Loantherefrom, (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by any Company, or any Environmental Liability related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for claim brought by Borrower or any reason, each other Loan Party hereby agrees to make the maximum contribution to the payment against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such other Loan Party has obtained a final and satisfaction nonappealable judgment in its favor on such claim as determined by a court of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementcompetent jurisdiction.

Indemnification by Loan Parties. In consideration of the execution Loan Parties shall, jointly and delivery of this Agreement by severally, indemnify Agent (and Lenders and the agreement to extend the Commitments provided hereunder, each Loan Party hereby agrees to indemnify, exonerate and hold Agentany sub-agent thereof), each Lender and Issuing Bank and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a “Lender Party”such Person being called an "Indemnitee") free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages penalties, damages, liabilities and expensesrelated expenses (including the reasonable fees, including Legal Costs (collectively, the “Indemnified Liabilities”charges and disbursements of any counsel for any Indemnitee), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by Borrowers or any of them as a result of, or other Loan Party arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any tender offer, merger, purchase Advance or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by Issuing Bank to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal of any Hazardous Substance at alleged presence or Environmental Releases on or from any property owned or leased operated by Borrowers or any Borrower of its Subsidiaries, or any Environmental Liability related in any way to Borrowers or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrowers or any other Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto; provided, however, that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 11.03(b) shall not apply with respect to Taxes and other than any Taxes that represent losses, claims, damages, liabilities or expenses arising from any non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementTax claim.

Indemnification by Loan Parties. In consideration of The Loan Parties shall indemnify the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, each Loan Party hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Administrative Agent and each Lender Lender, within ten (each a “Lender Party”10) free and harmless from and against days after written demand therefor, for the full amount of any and all actions, causes of action, suits, losses, liabilities, damages and expenses, TaxesIndemnified Taxes (including Legal Costs (collectively, the “Indemnified Liabilities”), Taxes imposed or asserted on or attributable to amounts payable under this Section) paid or incurred by the Administrative Agent or such Lender Parties or any of them their respective Tax Related Persons, as a result ofthe case may be, or relating to, arising out of, or relating in connection with any Loan Document or any payment or transaction contemplated hereby or thereby, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority and all reasonable costs and expenses incurred in enforcing the provisions of this Section 2.14(d); provided, however, that the Loan Parties shall not be required to indemnify the Administrative Agent and Lenders (ai) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds duplication of any of the LoanTaxes indemnified in Section 2.14(b)(iii), (bii) for any Excluded Tax, and (iii) for any U.S. federal withholding Taxes imposed on the useAdministrative Agent or Lender on the date it becomes a party to any Loan Document. Any indemnification under this Section 2.14(d) shall be made on an after-Tax basis, handlingsuch that after all required deductions and payments of all Taxes (including any Tax on the Overall Net Income), release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower the Administrative Agent or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement Lender or any other Loan Document by any Lender Party, except of their Tax Related Persons receives and retains an amount equal to the extent any sum it would have received and retained had it not paid or incurred or been subject to such Indemnified Liabilities result solely from Taxes or expenses and costs. A certificate as to the applicable Lender Party’s own gross negligence amount of such payment or willful misconduct as finally determined liability delivered to the Borrower by a court of competent jurisdiction in Lender (with a non-appealable judgment. If and copy to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure underAdministrative Agent), or any modificationby the Administrative Agent on its own behalf or on behalf of a Lender, release or discharge of, any or all of the Collateral Documents and termination of this Agreementshall be conclusive absent manifest error.

Indemnification by Loan Parties. In consideration EACH LOAN PARTY SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ARISING FROM (i) THE NEGLIGENCE OF AN INDEMNITEE OR (ii) THE USE OF ELECTRONIC SIGNATURES TO EXECUTE ANY LOAN DOCUMENTS OR ANY AMENDMENT, AMENDMENT AND RESTATEMENT, MODIFICATION OR 1209502.04-CHISR02A - MSW WAIVER OF THE PROVISIONS HEREOF OR THEREOF, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, IN EACH CASE, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY LOAN PARTY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO. Without limitation of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing, each Loan Party hereby agrees to indemnifyshall indemnify each Indemnitee against, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, reasonable out-of-pocket losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable fees, including Legal Costs (collectively, the “Indemnified Liabilities”), charges and disbursements of any counsel for any Indemnitee) incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by the Designated Company or any of them as a result of, or other Loan Party arising out of, in connection with, or relating to (a) any tender offer, merger, purchase as a result of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased reliance by any Borrower Indemnitee on any electronic signature used to execute the documents referenced in clause (ii) above purportedly given by or on behalf of a Loan Party without further verification by any other Indemnitee. In no event shall any party to a Loan Party, (c) Document have any violation of any Environmental Laws obligation thereunder to indemnify or hold harmless an Indemnitee with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereona Claim that is determined in a final, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or willful misconduct as finally determined non-appealable judgment by a court of competent jurisdiction in a non-appealable judgmentto result from the gross negligence or willful misconduct of such Indemnitee. If and to the extent that the foregoing undertaking may be unenforceable for any reasonWITHOUT LIMITATION OF THE FOREGOING, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the ObligationsIT IS THE INTENTION OF THE LOAN PARTIES, cancellation of the NotesAND THE LOAN PARTIES AGREE, any foreclosure underTHAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO LOSSES, or any modificationCLAIMS, release or discharge ofDAMAGES, any or all of the Collateral Documents and termination of this AgreementPENALTIES, LIABILITIES AND RELATED EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR), WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement Subject to extend the Commitments provided hereunderSection 10.04(a), Loan Parties shall indemnify each Loan Party hereby agrees to indemnifyIndemnitee against, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the fees, including Legal Costs (collectivelycharges and disbursements of any counsel for any Indemnitee), the “Indemnified Liabilities”)and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys, who may be employees of any Indemnitee, incurred by Lender any Indemnitee or asserted against any Indemnitee by any third party or by Loan Parties arising out of, in connection with, or any of them as a result of: (i) the execution or delivery of this Agreement, any other Loan Document or arising out ofany document contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or relating to thereunder or the consummation of the transactions contemplated hereby or thereby; (aii) any tender offer, merger, purchase of equity interests, purchase of assets Loan or other similar transaction financed the use or proposed to be financed in whole or in part, directly or indirectly, with use of the proceeds thereof; (iii) any actual or alleged presence or release of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment Hazardous Materials on or disposal of any Hazardous Substance at from any property owned or leased operated by Loan Parties or any Borrower Subsidiary thereof or any Environmental Claim or Environmental Liability related in any way to Loan Parties or any Subsidiary thereof; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other Loan Partytheory, (c) any violation of any Environmental Laws with respect to conditions at any property owned whether brought by a third party or leased by any Loan Party or the operations conducted thereonany Subsidiary thereof, (d) the investigationand regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, cleanup or remediation of offsite locations at which as to any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the executionIndemnitee, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in by a final and non-appealable judgmentjudgment to have resulted result from the gross negligence or willful misconduct of such Indemnitee. If and This Section 10.04(b) shall not apply to the extent Taxes other than any Taxes that the foregoing undertaking may be unenforceable for constitute losses, claims, damages, liabilities or expenses arising from any reasonnon-Tax action, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, claim or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementProceeding.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, each Each Loan Party hereby agrees to indemnify, exonerate shall indemnify the Administrative Agent (and hold Agentany sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a such Person being called an “Lender PartyIndemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable fees, including Legal Costs (collectively, the “Indemnified Liabilities”charges and disbursements of any counsel for any Indemnitee), incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, Indemnitee by any third party or by the Guarantor or the Borrower arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoanCredit), (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by the Guarantor or any Borrower of its Subsidiaries, or any Environmental Liability related in any way to the Guarantor or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other Loan Partytheory, (c) any violation of any Environmental Laws with respect to conditions at any property owned whether brought by a third party or leased by any Loan Party the Guarantor or the operations conducted thereonBorrower, (d) the investigationand regardless of whether any Indemnitee is a party thereto, cleanup or remediation of offsite locations at which IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the executionIndemnitee, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Guarantor or the Borrower against an Indemnitee for breach of such Indemnitee’s material obligations hereunder or under any other Loan Document, if the Guarantor or the Borrower, as the case may be, has obtained a final and nonappealable judgment in its favor on such claim as determined by a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction court of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementcompetent jurisdiction.

Indemnification by Loan Parties. In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, each Each Loan Party hereby agrees to indemnify, exonerate shall indemnify Administrative Agent (and hold Agentany sub-agent thereof), each Lender and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a such Person being called an “Lender PartyIndemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable and documented fees, including Legal Costs (collectivelydisbursements and other charges of a single counsel to all Indemnittees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnittees taken as a whole in each relevant jurisdiction, and in the “Indemnified Liabilities”case of an actual or perceived conflict of interest, additional counsel in each relevant jurisdiction to the affected Indemnittees), incurred by Lender Parties any Indemnitee or asserted against any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased Indemnitee by any Person (including Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (cii) any violation Loan or the use or proposed use of the proceeds therefrom, (iii) any Environmental Laws with respect to conditions at actual or alleged presence or release of Hazardous Materials on or from any property owned or leased operated by Borrower or any Loan Party of its Subsidiaries, or any Environmental Claim or Environmental Liability related in any way to any member of the operations conducted thereonConsolidated Group, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (eiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the executionforegoing, deliverywhether based on contract, performance or enforcement of this Agreement tort or any other Loan Document theory, whether brought by a third party or by any Lender Partymember of the Consolidated Group, except and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses are determined by a court of competent jurisdiction in a by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the provisions of Section 3.01(c), this Section 12.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementTax claim.

Indemnification by Loan Parties. In consideration Each Loan Party shall indemnify Administrative Agent (and any co-agent, sub-agent or attorney-in-fact thereof), each other Lender Party and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agentharmless each Indemnitee from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable and documented fees, charges and disbursements of one (1) firm of counsel for the Indemnitees (absent a conflict of interest in which case the Indemnitees may engage and be reimbursed for additional counsel) and, if necessary, no more than one (1) local counsel in each relevant jurisdiction representing the Indemnitees and no more than one (1) firm of specialty counsel in each reasonably necessary specialty area (including Legal Costs insolvency law) representing the Indemnitees (collectivelyin each case, absent a conflict of interest in which case the “Indemnified Liabilities”Indemnitees may engage and be reimbursed for additional counsel), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any of them as a result of, or other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby or, in the case of Administrative Agent (and any co-agent, sub-agent or attorney-in-fact thereof) and its Related Parties only, the administration and enforcement of this Agreement and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any property owned by any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Lender Party to, a Controlled Account Bank or other Person which has entered into a control agreement with any Lender Party hereunder or (v) any actual or prospective claim, litigation, investigation or proceeding relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loanforegoing, (b) the usewhether based on contract, handlingtort or any other theory, releasewhether brought by a third party, emissionHoldings, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto; provided that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) arise from a non-appealable judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of each material breach of the Indemnified Liabilities which is permissible obligations of such Indemnitee under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment Agreement or any of the ObligationsLoan Documents or (z) arise out of, cancellation or in connection with, any action or proceeding that does not involve an act or omission by any of the Notes, any foreclosure under, Loan Parties or any modification, release or discharge of, of their Affiliates and that is brought by an Indemnitee against any or all of the Collateral Documents and termination of this Agreementother Indemnitee (other than claims against an Indemnitee in its capacity as Administrative Agent).

Indemnification by Loan Parties. In consideration The Loan Parties shall indemnify the Lender (and any agent thereof) and each Related Party of any of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, each Loan Party hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable and documented out-of-pocket fees, including Legal Costs (collectively, the “Indemnified Liabilities”), charges and disbursements of any counsel for any Indemnitee) incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any Person (including the Parent Borrower or any of them as a result of, or other Loan Party) arising out of, in connection with, or relating to as a result of (ai) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any tender offer, merger, purchase of equity interests, purchase of assets Loan or other similar transaction financed the use or proposed to be financed in whole or in part, directly or indirectly, with use of the proceeds of any of the Loantherefrom, (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by the Parent Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Parent Borrower or any other Loan Party, (c) and regardless of whether any violation of Indemnitee is a party thereto; provided that such indemnity shall not, as to any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereonIndemnitee, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except be available to the extent any that such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence losses, claims, damages, liabilities or willful misconduct as finally related expenses (x) are determined by a court of competent jurisdiction in a by final and non-appealable judgment. If and judgment to have resulted from the extent that gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the foregoing undertaking may be unenforceable for Parent Borrower or any reason, each other Loan Party hereby agrees to make against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the maximum contribution to the payment Parent Borrower or such other Loan Party has obtained a final and satisfaction non-appealable judgment in its favor on such claim as determined by a court of each competent jurisdiction or (z) result from a claim not involving an act or omission of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, Parent Borrower or any modificationof its Subsidiaries and that is brought by an Indemnitee against another Indemnitee. This paragraph (b) shall not apply with respect to Taxes other than any Taxes that represent losses, release claims, damages, liabilities or discharge of, expenses arising from any or all of the Collateral Documents and termination of this Agreementnon-Tax claim.