Common use of Indemnification by the Borrower Clause in Contracts

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)subsection.

Indemnification by the Borrower. The Borrower shall agrees to indemnify the Administrative Agent, the Issuing Bank and Agents, the Arrangers, the Joint Bookrunners, each Lender, each of their respective Affiliates and each Related Party of any of the foregoing Persons their respective directors, trustees, officers, employees, agents, trustees and advisors (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements (except the allocated costs of in house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by the Company or any of its subsidiaries or Affiliates; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee (for purposes of this proviso only, each of the Administrative Agent, any Arranger, any Joint Bookrunner or any Lender shall be treated as several and separate Indemnitees, but each of them together with its respective Related Parties, shall be treated as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower jointly and severally agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)expenses, including the reasonable and documented out-of-pocket counsel or consultant fees, charges and disbursements of any (limited to not more than one counsel, plus, if necessary, one local counsel for any Indemnitee per jurisdiction) (other than except the allocated costs of internal in house counsel), incurred by or asserted against any Indemnitee arising out of, in connection any way connected with, or as a result of (i) any Environmental Claim or Environmental Liability related in any way to the execution Company or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoingSubsidiaries or its predecessors; provided, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower None of the Indemnitees (or any of their respective affiliates) shall not be responsible or liable to the Company or any Indemnitee of the subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out ofdamages, in connection with, or which may be alleged as a result of the Transactions asserted by an Indemnitee against Facilities or the Borrower Transactions. The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Obligor; provided that the foregoing limitation shall not be deemed to impair Loan Document, or affect the obligations any investigation made by or on behalf of the Borrower Administrative Agent or any Lender. All amounts due under the preceding provisions of this subsection (including reimbursement of such amounts required Section 10.05 shall be payable on written demand therefor accompanied by reasonable documentation with respect to be paid by an Indemnity to a third party)any reimbursement, indemnification or other amount requested.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Issuing Bank each Lender and each Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including any Environmental Claims), penalties, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee, provided that such fees, charges and disbursements in respect of counsel shall be limited to one primary counsel to the Indemnitees and one local counsel in each applicable jurisdiction, as to which the Indemnitee (other than reasonably determined local counsel is necessary, and, in the allocated costs case of internal counselan actual or potential conflict of interest, one additional counsel in each applicable jurisdiction to each affected Indemnitee reasonably making such determination), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Credit 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby (including any arrangement entered into with an Independent Valuation Providerthe Transactions), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the any Issuing Bank Lender 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) or ), (iii) any directactual or alleged presence or release or threat of release of Hazardous Materials giving rise to liability under Environmental Laws on, indirectin, at, under, to or from any property (including any improvements located thereon) owned or operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto; , or (v) any claim (including any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable attorneys and consultant’s fees, provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or willful misconduct or gross negligence of such Indemnitee, (yB) result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document Document, if such Credit Party or such Subsidiary has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (zC) result from a claim between any Indemnitee or dispute solely among Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent any agent in its respective capacity or the Issuing Bank, in each case in their respective capacities fulfilling its role as suchan agent or arranger or any similar role hereunder, and (2) any claims arising out of any act or omission by on the Borrower and/or its Related Parties)party of any Credit Party. The Borrower This Section 12.3(b) shall not be liable apply with respect to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (Taxes other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) Taxes that represent losses, claims, damages, etc. arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or from any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)non-Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Lender and the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee (other than the allocated costs from all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of internal counsel)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank Lender 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) or ), (iii) breach of representations, warranties or covenants of the Borrower under the Loan Documents, or (iv) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower 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 or (z) a claim between any Indemnitee or IndemniteesDocument, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against if the Borrower or any other Obligor; provided that 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 11.3.2 [Indemnification by the foregoing limitation Borrower] shall not be deemed apply with respect to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank Banks, the Collateral Agent, the Joint Lead Arrangers and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower with respect to the extent provided in Section 2.15)legal fees, including limited to the reasonable and documented out-of-pocket fees, charges and disbursements of any one (1) outside legal counsel for any Indemnitee plus, if necessary, one (1) local counsel per appropriate jurisdiction plus, in the case of an actual or perceived conflict of interest or separate defenses available to indemnified parties that are different from those available to the Borrower or other than the allocated costs indemnified parties, one (1) additional counsel per group of internal counselaffected parties), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or ), (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party theretothereto or (iv) any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (xA) the fraud, willful misconduct or gross negligence of such Indemnitee, (yB) a claim brought against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder under this Agreement or under any the other Loan Document or Documents, (zC) a claim arising as a result of a dispute between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand Indemnitees (other than (1) any dispute involving claims against the Administrative Agent or Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or or its Related PartiesAffiliates), or (D) result from the settlement of any such claim, damage, loss, liability, cost or expense described above unless the Borrower has consented to such settlement (which consent shall not be unreasonably withheld or delayed (provided that nothing in this clause (D) shall restrict the right of any person to settle any claim for which it has waived its right of indemnity by the Borrower)). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; , provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection subsection. Paragraph (including reimbursement b) of such amounts required this Section shall not apply with respect to be paid by an Indemnity to a third party)Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank Agent and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.152.14), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations Obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)subsection.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.152.16), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (xi) the willful misconduct or gross negligence of such Indemnitee, Indemnitee or (yii) a material claim brought by the Borrower or any Obligor against such Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder under this Agreement or under any the other Loan Document or (z) a claim between any Indemnitee or IndemniteesDocuments, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by if the Borrower and/or or such Obligor has obtained a final and nonappealable judgment in its Related Parties)favor on such claim as determined by a court of competent jurisdiction. The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; , provided that the foregoing limitation shall not be deemed to impair or affect the obligations Obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)subsection.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Issuing Bank Joint Lead Arrangers and each LenderLender and each Issuing Bank, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of any a single counsel for any Indemnitee all such Indemnitees taken as a whole, and, if necessary, of a single local counsel in each applicable jurisdiction for the Indemnitees, in each case, selected by the Administrative Agent (other than plus one additional counsel in the allocated costs event of internal counselan actual or perceived conflict of interest), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by a third party or by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or any of its Controlled Related Parties or (y) result from a claim brought by the Borrower against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (zDocument, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 9.03(b) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. As used in this Section 9.03, a “Controlled Related Party” of an Indemnitee means (1) any dispute involving claims against the Administrative Agent Controlling Person or the Issuing BankControlled Affiliate of such Indemnitee, in each case in their respective capacities as such, and (2) claims arising out the respective directors, officers, or employees of such Indemnitee or any act of its Controlling Persons or omission by Controlled Affiliates and (3) the Borrower and/or respective agents or representatives of such Indemnitee or any of its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential Controlling Persons or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out ofControlled Affiliates, in connection withthe case of this clause (3), acting on behalf of or as a result at the instructions of the Transactions asserted by an Indemnitee against the Borrower such Indemnitee, Controlling Person or any other Obligorsuch Controlled Affiliate; provided that each reference to a Controlling Person, Controlled Affiliate, director, officer or employee in this sentence pertains to a Controlling Person, Controlled Affiliate, director, officer or employee involved in the foregoing limitation shall not be deemed to impair structuring, arrangement, negotiation or affect the obligations syndication of the Borrower under the preceding provisions of credit facility evidenced by this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Agreement.

Indemnification by the Borrower. The Without duplication of any amounts payable under Section 3.01(a), the Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank and each LenderL/C Issuer, and each Related Party within 10 days after written demand therefor, for the full amount of any of the foregoing 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 (other than Indemnified Taxes or Other Taxes which shall only be indemnified (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable by the Borrower to the extent provided in Section 2.15)Administrative Agent, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder such Lender or the consummation of L/C Issuer, as the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one handcase may be, and any other Indemnitee reasonable expenses arising therefrom or Indemniteeswith respect thereto, on whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the other hand relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (other than (1) any dispute involving claims against with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing BankL/C Issuer, in each case in their respective capacities as such, and (2) claims arising out shall be conclusive absent manifest error. Upon the reasonable request of any act Credit Party, the Lenders, each L/C Issuer and the Administrative Agent agree to use their reasonable efforts to cooperate with such Credit Party (at such Credit Party’s direction and expense) in contesting the imposition of, or omission claiming a refund of, any Indemnified Taxes or Other Taxes paid by such Credit Party, whether directly to a Governmental Authority or pursuant to this Section, that such Credit Party reasonably believes were not correctly or legally asserted by the Borrower and/or its Related Parties). The Borrower shall not relevant Governmental Authority unless the Lender, L/C Issuer or the Administrative Agent, as the case may be, determines in good faith that pursuing such a contest or refund would be liable materially disadvantageous to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)it.

Indemnification by the Borrower. (a) The Borrower shall Obligors hereby agree to indemnify the Administrative Credit Facility Agent, the Issuing Bank and each Lender, each Issuing Bank, each Initial Coordinating Lead Arranger, the Coordinating Lead Arranger, each Documentation Bank and each Related Party of any of the foregoing Persons in accordance with Section 12.18 (Other Indemnities) of the Common Security and Account Agreement and Section 2.15 (Other Indemnities) of the Intercreditor Agreement, which shall be applied mutatis mutandis to the indemnified parties under this Agreement, as well as with respect to reliance by such indemnified party on each such Person being called an “Indemnitee”notice purportedly given by or on behalf of the Borrower pursuant to Section 11.10 (Notices and Other Communications). (b) against, To the extent that any Obligor for any reason fails to pay any amount required under Section 12.18 (Other Indemnities) of the Common Security and hold each Indemnitee harmless fromAccount Agreement or clause (a) above to be paid by it to any of the Credit Facility Agent, any and all lossessub-agent thereof or any Related Party of any of the foregoing, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower each Lender severally agrees to pay to the extent Credit Facility Agent, any such sub-agent, or such Related Party, as the case may be, such Lender’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided in Section 2.15)that, including the reasonable and documented out-of-pocket feesunreimbursed expense or indemnified loss, charges and disbursements of any counsel for any Indemnitee (other than claim, damage, liability or related expense, as the allocated costs of internal counsel)case may be, was incurred by or asserted against the Credit Facility Agent or any Indemnitee arising out of, sub-agent thereof in connection withits capacity as such, or as a result against any Related Party of (i) any of the execution or delivery of this Agreement foregoing acting for the Credit Facility Agent or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented sub-agent thereof in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any capacity. The obligations of the foregoing, whether based on contract, tort or any other theory and whether brought Lenders under this Section 11.07(b) (Indemnification by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, be available ) are subject to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court provisions of competent jurisdiction by final and nonappealable judgment to have resulted from Section 2.06 (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related PartiesFunding). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under Lenders to make payments pursuant to this Section 11.07(b) (Indemnification by the preceding Borrower) are several and not joint and shall survive the payment in full of the Loan Obligations and the termination of this Agreement. The failure of any Lender to make payments on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to do so. (c) The provisions of this subsection Section 11.07 (including reimbursement of such amounts required to be paid Indemnification by an Indemnity to a third partythe Borrower) shall not supersede Sections 5.03 (Increased Costs) and 5.06 (Taxes).

Indemnification by the Borrower. The To the extent not paid, reimbursed or compensated pursuant to Section 5.03(a) or (b), the Borrower shall indemnify each Credit Party, within ten days after demand therefor, for the Administrative Agent, the Issuing Bank and each Lender, and each Related Party full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Credit Party or required to be withheld or deducted from a payment to such Credit Party 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 (II) Taxes that arise because a Loan is not treated for U.S. federal, state, local or franchise tax purposes as intended under Section 5.03(j) (such indemnification will include any U.S. federal, state or local income and franchise taxes necessary to make such Credit Party whole on an after-tax basis taking into account the taxability of the foregoing Persons receipt of payments under this clause (each such Person being called an “Indemnitee”II) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)Taxes) arising out of, in connection withrelating to, or as a result of resulting from the Transactions asserted foregoing). Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by an Indemnitee against the Administrative Agent or any Affected Person, the Borrower shall pay such Indemnified Taxes directly to the relevant taxing authority or any other ObligorGovernmental Authority or to the applicable Credit Party, as requested; provided that neither the foregoing limitation Administrative Agent nor any Affected Person shall not be deemed under any obligation to impair provide any such notice to the Borrower. A certificate as to the amount of such payment or affect the obligations of liability delivered to the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity Affected Person (with a copy to a third partythe Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of an Affected Person, shall be conclusive absent manifest error.

Indemnification by the Borrower. The Borrower shall agrees to indemnify and hold harmless the Administrative Agent, Arrangers, JPChase, the Issuing Bank Fronting Banks, the Banks and each Lender, and each of their respective Related Party of any of the foregoing Persons Parties (each such Person being called an “IndemniteeIndemnified Party”) from and against, and hold each Indemnitee Indemnified Party harmless from, any and all losses, claims, damagesactions and suits whether groundless or otherwise, liabilities and related expenses from and against any and all liabilities, losses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower including amounts, if any, owing to the extent provided in Section 2.15any Bank pursuant to §§5.2, 5.5, 5.6 and 5.7), including the reasonable settlement payments, obligations, damages and documented out-of-pocket fees, charges expenses of every nature and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee character arising out of, in connection with, or as a result of this Agreement or any of the other Loan Documents or the transactions contemplated hereby or thereby or which otherwise arise in connection with this financing, including, without limitation, (i) the execution Loans or delivery Letters of this Agreement Credit and any actual or proposed use by the Borrower or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use its Subsidiaries of the proceeds therefrom (including any refusal by the Issuing Fronting Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iiiii) the Borrower or any direct, indirect, actual of its Subsidiaries entering into or prospective claim, litigation, investigation performing this Agreement or proceeding (including any investigation or inquiry) relating to any of the foregoingother Loan Documents, whether based including any Indemnified Party’s reliance on contractany Communication (including this Agreement), tort executed using an Electronic Signature, or in the form of an Electronic Record, that such Indemnified Party reasonably believes is made by the Borrower or any other theory party to this Agreement or any of the other Loan Documents, in each case including, without limitation, the reasonable fees and whether brought disbursements of counsel and allocated costs of internal counsel incurred in connection with any investigation, litigation or other proceeding (including, without limitation, any proceeding under any Debtor Relief Laws), 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 INDEMNIFIED PARTY, provided, however, that the Borrower shall not be obligated under this §17(b) to indemnify any Indemnified Party for liabilities arising from such Indemnified Party’s own gross negligence, willful misconduct or bad faith breach of this Agreement, as determined by a final and nonappealable judgment of a court of competent jurisdiction. In third-party litigation, or the preparation therefor, the Borrower shall be entitled to select counsel reasonably acceptable to the Required Banks, and the Agent (as approved by the BorrowerRequired Banks) shall be entitled to select their own supervisory counsel, and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of each such counsel. Prior to any Indemnitee or a third party settlement of any such litigation by the Banks, the Banks shall provide the Borrower and regardless BPI with notice and an opportunity to address any of whether any Indemnitee is a party thereto; provided that such indemnity their concerns with the Banks, and the Banks shall not as to settle any Indemniteelitigation without first obtaining the Borrower’s consent thereto, which consent shall not be available unreasonably withheld or delayed. If and to the extent that the obligations of the Borrower under this §17(b) are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The provisions of this §17(b) shall survive the repayment of the amounts owing under the Notes and this Agreement, the termination of this Agreement and the obligations of the Banks hereunder, the resignation or removal of the Agent (unless such removal is as a result of the Agent becoming a Delinquent Bank), and the resignation or replacement of any Fronting Bank and the replacement of any other Bank and shall continue in full force and effect as long as the possibility of any such claim, action, cause of action or suit exists. Without limiting the provisions of §5.2(c), this §17(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted etc. arising from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)non-Tax claim.

Indemnification by the Borrower. The Borrower shall hereby agrees to indemnify and hold harmless the Administrative AgentBank, as well as its agents, employees, officers and directors (collectively, the Issuing Bank “Indemnified Parties” and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called individually an “IndemniteeIndemnified Party”) against, from and hold each Indemnitee harmless from, against any and all losses, claimsliabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, liabilities and related costs, disbursements, or expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable attorneys’ fees and documented out-of-pocket fees, charges and disbursements expenses) of any counsel for any Indemnitee (other than the allocated costs of internal counsel)kind or nature whatsoever, which are imposed on, incurred by by, or asserted against an Indemnified Party in any Indemnitee way relating to or arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or the other Loan Documents; provided, however, that the Borrower shall not be liable for any agreement or instrument contemplated herebyportion of any such losses, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby liabilities (including any arrangement entered into with an Independent Valuation Providerliabilities for penalties), actions, suits, judgments, demands, damages, costs, disbursements, or expenses to the extent resulting from (i) an Indemnified Party’s failure to perform its obligations under this Agreement, or (ii) any Loan negligence, gross negligence or Letter willful misconduct of Credit an Indemnified Party. In the case of an investigation, litigation or other proceeding to which the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented indemnity in connection with this paragraph applies, such demand do indemnity shall be effective whether or not strictly comply with the terms of such Letter of Credit) or (iii) any directinvestigation, indirect, actual or prospective claim, litigation, investigation litigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether is brought by the Borrower, any Indemnitee of its directors, security holders or a third party and regardless of whether creditors, an Indemnified Party or any Indemnitee other person or an Indemnified Party is otherwise a party thereto; provided that such indemnity thereto and whether or not the transactions contemplated hereby are consummated. No Indemnified Party shall not as have any liability (whether in contract, tort or otherwise) to the Borrower or any Indemniteeof its security holders or creditors for or in connection with the transactions contemplated hereby, be available except to the extent that such losses, claims, damages, liabilities or related expenses are liability is determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or such Indemnified Party’s negligence, gross negligence of such Indemniteeor willful misconduct. In no event, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under however, shall any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not Indemnified Party be liable to on any Indemnitee theory of liability for any special, indirect, consequential or punitive damages (as opposed to direct including, without limitation, any loss of profits, business or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third partyanticipated savings).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank Agent and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)expenses, including the reasonable and documented out-of-pocket fees, charges and disbursements of any a single counsel for any the Indemnitees in each relevant jurisdiction (provided, that if the interests of the Indemnitees conflict with regard to the representation, each Indemnitee (other than having such a conflict shall be reimbursed for the allocated costs reasonable fees, charges and disbursements of internal its own counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)hereby, (ii) the making of any Loan or Letter of Credit Advances or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) therefrom, or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or IndemniteesBasic Document, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by if the Borrower and/or has obtained a final and nonappealable judgment in its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (favor on such claim as opposed to direct or actual damages (other than in respect determined by a court of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)competent jurisdiction.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Issuing Bank and each Lender, Lender and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counselIndemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any the Loan or Letter of Credit the use or the proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or therefrom, (iii) breach of representations, warranties or covenants of the Borrower under the Loan Documents, or (iv) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory and theory, whether brought by a third party or by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (zDocument, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 11.3(b) a claim between any Indemnitee or Indemnitees, on [Indemnification by the one hand, and any other Indemnitee or Indemnitees, on the other hand (Borrower] shall not apply with respect to Taxes other than (1) any dispute involving claims against the Administrative Agent or the Issuing BankTaxes that represent losses, in each case in their respective capacities as suchclaims, and (2) claims damages, etc. arising out of from any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)non-Tax claim.

Indemnification by the Borrower. The Borrower shall hereby agrees to indemnify and hold harmless the Administrative AgentAgent and each Bank, as well as their agents, employees, officers and directors (collectively, the Issuing Bank “Indemnified Parties” and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called individually an “IndemniteeIndemnified Party”) against, from and hold each Indemnitee harmless from, against any and all losses, claimsliabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, liabilities and related costs, disbursements, or expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable attorneys’ fees and documented out-of-pocket fees, charges and disbursements expenses) of any counsel for any Indemnitee (other than the allocated costs of internal counsel)kind or nature whatsoever, which are imposed on, incurred by by, or asserted against an Indemnified Party in any Indemnitee way relating to or arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or the other Loan Documents; provided, however, that the Borrower shall not be liable for any agreement or instrument contemplated herebyportion of any such losses, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby liabilities (including any arrangement entered into with an Independent Valuation Providerliabilities for penalties), actions, suits, judgments, demands, damages, costs, disbursements, or expenses to the extent resulting from (i) an Indemnified Party’s failure to perform its obligations under this Agreement, or (ii) any Loan negligence, gross negligence or Letter willful misconduct of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any directan Indemnified Party, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction in a final non-appealable judgment. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, security holders or creditors, an Indemnified Party or any other person or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnified Party shall have any liability (whether in contract, tort or otherwise) to the Borrower or any of its security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final and nonappealable non-appealable judgment by a court of competent jurisdiction to have resulted from (x) the willful misconduct or such Indemnified Party’s negligence, gross negligence or willful misconduct, as determined by a court of such Indemniteecompetent jurisdiction in a final non-appealable judgment. In no event, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under however, shall any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not Indemnified Party be liable to on any Indemnitee theory of liability for any special, indirect, consequential or punitive damages (as opposed to direct including, without limitation, any loss of profits, business or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third partyanticipated savings).

Indemnification by the Borrower. The Borrower shall indemnify (a) Without limiting any other rights that the Administrative Agent, the Issuing Bank Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each LenderBorrower Indemnified Party from and against any and all claims, losses and each Related Party of any liabilities (including Attorney Costs) (all of the foregoing Persons (each such Person being called an collectively referred to as “IndemniteeBorrower Indemnified Amounts”) againstarising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the gross negligence or willful misconduct by such Borrower Indemnified Party seeking indemnification and hold each Indemnitee harmless from, any (b) Taxes that are covered by Section 4.03 (other than Taxes specifically enumerated below and all Taxes that represent losses, claims, damages, liabilities etc. arising from any non-Tax claim). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and related expenses in the order of priority set forth in Section 3.01), to the Borrower Indemnified Party any and all amounts necessary to indemnify the Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above): (i) any Pool Receivable which the Borrower or the Servicer includes as an Eligible Receivable as part of the Net Receivable Pool Balance but which is not an Eligible Receivable at such time; (ii) any representation, warranty or statement made or deemed made by the Borrower (or any of its respective officers) under or in connection with this Agreement or any of the other than Taxes Transaction Documents (including in any report or Other Taxes which certificate required to be delivered under any Transaction Document) shall only be indemnified have been untrue or incorrect when made or deemed made; (iii) the failure by the Borrower to comply with any Applicable Law with respect to any Pool Receivable or the extent provided in Section 2.15), including related Contract; or the reasonable and documented out-of-pocket fees, charges and disbursements failure of any counsel for Pool Receivable or the related Contract to conform to any Indemnitee such Applicable Law; (iv) the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the Collateral, in each case free and clear of any Adverse Claim; (v) the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable and the other Collateral and Collections in respect thereof, whether at the time of any Credit Extension or at any subsequent time; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the allocated costs payment of internal counselany Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), incurred by or asserted against any Indemnitee other claim resulting from or relating to collection activities with respect to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (vii) any Taxes imposed upon the Borrower Indemnified Party relating to or with respect to any Pool Receivable or other Collateral, and all costs and expenses relating thereto or arising therefrom; (viii) any failure of the Borrower to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (ix) any products liability, environmental or other claim arising out of, of or in connection withwith any Pool Receivable or other merchandise, goods or as a result services which are the subject of or related to any Pool Receivable; (ix) the execution commingling of Collections of Pool Receivables at any time with other funds (including the commingling of Collections of Pool Receivables with Non-Securitization Collections); (xi) any investigation, litigation or delivery of proceeding (actual or threatened) related to this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit Transaction Document or the use of proceeds of any Credit Extensions or in respect of any Pool Receivable or other Collateral or any related Contract; (xii) any failure of the proceeds therefrom Borrower to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (including xiii) any refusal setoff with respect to any Pool Receivable; (xiv) any claim brought by any Person other than the Borrower Indemnified Party arising from any activity by the Issuing Borrower or any Affiliate of the Borrower in servicing, administering or collecting any Pool Receivable; (xv) the failure by the Borrower to pay when due any Taxes, including, without limitation, sales, excise or personal property taxes; (xvi) any failure of an Account Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter the applicable Account Control Agreement, the termination by an Account Bank of Credit) any Account Control Agreement or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding amounts (including any investigation or inquiryin respect of an indemnity) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought payable by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing BankCollection Account Agent to an Account Bank under any Account Control Agreement; (xvii) the existence of any “Linked Account” (as defined in the applicable Account Control Agreement) with respect to any Account (including any such “Linked Account” permitted hereunder) and any debit from or other charge against any Account as a result of any “Settlement Item” (as defined in the applicable Account Control Agreement) that originated in any Servicer’s Account or any account other than an Account; (xviii) any action taken by the Administrative Agent as attorney-in-fact for the Borrower, any Originator or the Servicer pursuant to this Agreement or any other Transaction Document; (xix) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; (xx) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in each case connection with defense thereof by, the Borrower Indemnified Party in connection with the Transaction Documents as a result of any action of any PG&E Party or any of their respective capacities as such, and Affiliates; (2xxi) claims arising out any failure of the Collection Account Agent to comply with the terms of the Intercreditor Agreement or any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages amounts (as opposed to direct or actual damages (other than including in respect of an indemnity) payable by the Administrative Agent under the Intercreditor Agreement; (xxii) any such damages incurred investigation, litigation, dispute or paid by an Indemnitee proceeding (actual or threatened) related to a third party)(A) arising out of, any Account or any amounts on deposit therein or (B) the Intercreditor Agreement; (xxiii) the use of proceeds of any Credit Extension; or (xxiv) any reduction in connection with, or Capital as a result of the Transactions asserted by an Indemnitee against distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason. (b) If for any reason the foregoing indemnification is unavailable to any Borrower Indemnified Party or insufficient to hold it harmless for any Borrower Indemnified Amount, then the Borrower shall contribute to such Borrower Indemnified Party the amount paid or payable by such Borrower Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Borrower and its Affiliates on the one hand and such Borrower Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Borrower and its Affiliates and such Borrower Indemnified Party with respect to such loss, claim, damage or liability and any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Borrower under this Section shall be in addition to any liability which the preceding provisions Borrower may otherwise have, shall extend upon the same terms and conditions to each Borrower Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower and the Borrower Indemnified Parties. (c) Any indemnification or contribution under this Section shall survive the termination of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Agreement.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee (other than the allocated costs from all reasonable fees and time charges and disbursements for attorneys who may be employees of internal counsel)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties such Indemnitee hereto of their respective its obligations hereunder or thereunder, the consummation of the Transactions or any other transactions contemplated hereby or thereby, or, in the case of the Agent (including and any arrangement entered into with an Independent Valuation Provider)sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents or (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective threatened claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by a third party or by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or IndemniteesDocument, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by if the Borrower and/or has obtained a final judgment in its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (favor on such claim as opposed to direct or actual damages (other than in respect determined by a court of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)competent jurisdiction.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, Credit Party and each Related Party of any of the foregoing Persons thereof (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)expenses, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (thereof including any refusal by of the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or , (iii) any directactual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, indirect, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, (y) Indemnitee or a material breach in bad faith of by such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or arising solely from claims between or among one or more Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank Agent (and any sub-agent thereof) and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee (other than the allocated costs from all fees and time charges and disbursements for attorneys who may be employees of internal counsel)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit the use or the proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or therefrom, (iii) breach of representations, warranties or covenants of the Borrower under the Loan Documents, or (iv) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower 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 or (z) a claim between any Indemnitee or IndemniteesDocument, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against if the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)competent jurisdiction.

Indemnification by the Borrower. The Borrower shall indemnify (a) Without limiting any other rights that the Administrative Agent, the Issuing Bank Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each LenderBorrower Indemnified Party from and against any and all claims, losses and each Related Party of any liabilities (including Attorney Costs) (all of the foregoing Persons (each such Person being called an collectively referred to as “IndemniteeBorrower Indemnified Amounts”) againstarising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the gross negligence or willful misconduct by such Borrower Indemnified Party seeking indemnification and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (b) Taxes that are covered by Section 4.03 (other than Taxes specifically enumerated below). Without limiting or Other being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01), to the Borrower Indemnified Party any and all amounts necessary to indemnify the Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above): (i) any Pool Receivable which the Borrower or the Servicer includes as an Eligible Receivable as part of the Net Receivable Pool Balance but which is not an Eligible Receivable at such time; (ii) any representation, warranty or statement made or deemed made by the Borrower (or any of its respective officers) under or in connection with this Agreement or any of the other Transaction Documents (including in any report or certificate required to be delivered under any Transaction Document) shall only be indemnified have been untrue or incorrect when made or deemed made; (iii) the failure by the Borrower to comply with any Applicable Law with respect to any Pool Receivable or the extent provided in Section 2.15), including related Contract; or the reasonable and documented out-of-pocket fees, charges and disbursements failure of any counsel for Pool Receivable or the related Contract to conform to any Indemnitee such Applicable Law; (iv) the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the Collateral, in each case free and clear of any Adverse Claim; (v) the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable and the other Collateral and Collections in respect thereof, whether at the time of any Credit Extension or at any subsequent time; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the allocated costs payment of internal counselany Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), incurred by or asserted against any Indemnitee other claim resulting from or relating to collection activities with respect to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (vii) any Taxes imposed upon the Borrower Indemnified Party relating to or with respect to any Pool Receivable or other Collateral, and any reasonable costs and expenses relating thereto or arising therefrom; (viii) any failure of the Borrower to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (ix) any products liability, environmental or other claim arising out of, of or in connection withwith any Pool Receivable or other merchandise, goods or as a result services which are the subject of or related to any Pool Receivable; (ix) the execution commingling of Collections of Pool Receivables at any time with other funds; (xi) any investigation, litigation or delivery of proceeding (actual or threatened) related to this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit Transaction Document or the use of proceeds of any Credit Extensions or in respect of any Pool Receivable or other Collateral or any related Contract; (xii) any failure of the proceeds therefrom Borrower to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (including xiii) any refusal setoff with respect to any Pool Receivable; (xiv) any claim brought by any Person other than the Borrower Indemnified Party arising from any activity by the Issuing Borrower or any Affiliate of the Borrower in servicing, administering or collecting any Pool Receivable; (xv) [Reserved] (xvi) any failure of an Collection Account Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter the applicable Collection Account Control Agreement, the termination by a Collection Account Bank of Creditany Collection Account Control Agreement or any amounts (including in respect of an indemnity) or payable by the Administrative Agent to a Collection Account Bank under any Collection Account Control Agreement; (iiixvii) [Reserved]; (xviii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of action taken by the foregoing, whether based on contract, tort or any other theory and whether brought by Administrative Agent as attorney-in-fact for the Borrower, any Indemnitee Originator or a third party and regardless of whether the Servicer pursuant to this Agreement or any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from other Transaction Document; (xxix) the willful misconduct failure or gross negligence delay to provide any Obligor with an invoice or other evidence of such Indemnitee, indebtedness; (yxx) a material breach in bad faith of such Indemnitee’s obligations hereunder any civil penalty or under fine assessed by OFAC or any other Loan Document Governmental Authority administering any Anti-Corruption Law or (z) a claim between any Indemnitee or Indemnitees, on the one handSanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, the Borrower Indemnified Party in connection with the Transaction Documents as a result of any other Indemnitee action of any Xxxxxxx Party or Indemnitees, on any of their respective Affiliates; (xxi) the other hand use of proceeds of any Credit Extension; or (other than (1xxii) any dispute involving claims against the Administrative Agent or the Issuing Bank, reduction in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or Capital as a result of the Transactions asserted distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason. (b) Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Borrower’s indemnification obligations in clauses (ii), (iii), (viii) and (xii) of this Article XII, any representation, warranty or covenant qualified by an Indemnitee against the Borrower occurrence or any other Obligor; provided that the foregoing limitation non-occurrence of a Material Adverse Effect or similar concepts of materiality shall not be deemed to impair be not so qualified. (c) If for any reason the foregoing indemnification is unavailable to any Borrower Indemnified Party or affect insufficient to hold it harmless for any Borrower Indemnified Amount, then the Borrower shall contribute to such Borrower Indemnified Party the amount paid or payable by such Borrower Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Borrower and its Affiliates on the one hand and such Borrower Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Borrower and its Affiliates and such Borrower Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Borrower under this Section shall be in addition to any liability which the preceding provisions Borrower may otherwise have, shall extend upon the same terms and conditions to each Borrower Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower and the Borrower Indemnified Parties. (d) Any indemnification or contribution under this Section shall survive the termination of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Agreement.

Indemnification by the Borrower. The Borrower shall hereby agrees to indemnify and hold harmless the Administrative AgentAgent and each Bank, as well as their agents, employees, officers and directors (collectively, the Issuing Bank “Indemnified Parties” and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called individually an “IndemniteeIndemnified Party”) against, from and hold each Indemnitee harmless from, against any and all losses, claimsliabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, liabilities and related costs, disbursements, or expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable attorneys’ fees and documented out-of-pocket fees, charges and disbursements expenses) of any counsel for any Indemnitee (other than the allocated costs of internal counsel)kind or nature whatsoever, which are imposed on, incurred by by, or asserted against an Indemnified Party in any Indemnitee way relating to or arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or the other Loan Documents; provided, however, that the Borrower shall not be liable for any agreement or instrument contemplated herebyportion of any such losses, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby liabilities (including any arrangement entered into with an Independent Valuation Providerliabilities for penalties), actions, suits, judgments, demands, damages, costs, disbursements, or expenses to the extent resulting from (i) an Indemnified Party’s failure to perform its obligations under this Agreement, or (ii) any Loan negligence, gross negligence or Letter willful misconduct of Credit an Indemnified Party. In the case of an investigation, litigation or other proceeding to which the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented indemnity in connection with this paragraph applies, such demand do indemnity shall be effective whether or not strictly comply with the terms of such Letter of Credit) or (iii) any directinvestigation, indirect, actual or prospective claim, litigation, investigation litigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether is brought by the Borrower, any Indemnitee of its directors, security holders or a third party and regardless of whether creditors, an Indemnified Party or any Indemnitee other person or an Indemnified Party is otherwise a party thereto; provided that such indemnity thereto and whether or not the transactions contemplated hereby are consummated. No Indemnified Party shall not as have any liability (whether in contract, tort or otherwise) to the Borrower or any Indemniteeof its security holders or creditors for or in connection with the transactions contemplated hereby, be available except to the extent that such losses, claims, damages, liabilities or related expenses are liability is determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or such Indemnified Party’s negligence, gross negligence of such Indemniteeor willful misconduct. In no event, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under however, shall any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not Indemnified Party be liable to on any Indemnitee theory of liability for any special, indirect, consequential or punitive damages (as opposed to direct including, without limitation, any loss of profits, business or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third partyanticipated savings).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Lender and the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, reasonable charges and reasonable disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee (other than the allocated costs from all reasonable fees and reasonable time charges and reasonable disbursements for attorneys who may be employees of internal counsel)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank Lender 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) or ), (iii) breach of representations, warranties or covenants of the Borrower under the Loan Documents, or (iv) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower 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 or (z) a claim between any Indemnitee or IndemniteesDocument, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against if the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)competent jurisdiction.

Indemnification by the Borrower. The Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities and related actions, judgments, suits, costs, expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements (including Attorney Costs) of any counsel for kind or nature whatsoever which may at any Indemnitee (other than the allocated costs of internal counsel)time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of, of or in connection with, or as a result of with (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement any Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby, the performance by the parties hereto of their respective obligations hereunder thereby or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)thereby, (iib) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank 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 Loan Party, any Subsidiary or any Unconsolidated Affiliate, or any Environmental Liability related in any way to any Loan Party, any Subsidiary or any Unconsolidated Affiliate (provided, however, that the Borrower’s shall have no indemnification obligation to an Indemnitee under this clause (c) with respect to any property currently or formerly owned or operated by any Unconsolidated Affiliate or any Environmental Liability related to any Unconsolidated Affiliate if such Indemnitee has any Indebtedness outstanding to such Unconsolidated Affiliate outside of this Agreement and if such Indemnitee’s claim for indemnification arises in connection with such other Indebtedness and not the Indebtedness arising under this Agreement), (d) any civil penalty or fine assessed by the OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Borrower, any other Loan Party or any other Subsidiary or Unconsolidated Affiliate that violates a sanction enforced by the OFAC or (iiie) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower(including any investigation of, preparation for, or defense of any Indemnitee pending or a third party threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder nor shall any Indemnitee have any liability for any indirect or under consequential damages relating to this Agreement or any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act its activities in connection herewith or omission by therewith (whether before or after the Borrower and/or its Related PartiesClosing Date). All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor. The Borrower agreements in this Section shall not be liable to any Indemnitee for any specialsurvive the resignation of the Administrative Agent, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect the replacement of any such damages incurred or paid by an Indemnitee to a third party)) arising out ofLender, in connection with, or as a result the termination of the Transactions asserted by an Indemnitee against Aggregate Commitments and the Borrower repayment, satisfaction or any discharge of all the other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Obligations.

Indemnification by the Borrower. The Borrower shall indemnify In consideration of the Administrative Agentexecution and delivery of this Agreement by the Bank and the agreement to extend the Commitment provided hereunder, the Issuing Borrower hereby agrees to indemnify, exonerate and hold the Bank and each Lenderof the officers, directors, employees, Affiliates and agents of the Bank (each Related a "Bank Party") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including reasonable attorney costs (collectively, the "Indemnified Liabilities"), incurred by the Bank Party as a result of, or arising out of, or relating to (i) any transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the foregoing Persons Loans, (each such Person being called an “Indemnitee”ii) againstthe use, and hold each Indemnitee harmless fromhandling, release, emission, discharge, transportation, storage, treatment or disposal of any and all losses, claims, damages, liabilities and related expenses (other than Taxes hazardous substance at any property owned or Other Taxes which shall only be indemnified leased by the Borrower to the extent provided in Section 2.15)or any Subsidiary, including the reasonable and documented out-of-pocket fees, charges and disbursements (iii) any violation of any counsel for Environmental Laws with respect to conditions at any Indemnitee property owned or leased by the Borrower or any Subsidiary or the operations conducted thereon, (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (iiv) the execution investigation, cleanup or delivery remediation of offsite locations at which the Borrower or any Subsidiary or their respective predecessors are alleged to have directly or indirectly disposed of hazardous substances or (v) the execution, delivery, performance or enforcement of this Agreement or any agreement or instrument contemplated hereby, the performance other Loan Document by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoingBank Parties, whether based except for any such Indemnified Liabilities arising on contract, tort account of the applicable Bank Party's gross negligence or any other theory willful misconduct. If and whether brought by the Borrower, any Indemnitee or a third 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 lossesthe foregoing undertaking may be unenforceable for any reason, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties)hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The Borrower All obligations provided for in this Section 10.12 shall not be liable to survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit, any Indemnitee for foreclosure under, or any specialmodification, indirect, consequential release or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out discharge of, in connection with, any or as a result all of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions Security Agreement and termination of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Agreement.

Indemnification by the Borrower. The Borrower and the other Loan Parties shall indemnify each Recipient, within 10 days after demand therefor, for the Administrative Agent, the Issuing Bank and each Lender, and each Related Party full amount of any of the foregoing Persons Indemnified Taxes (each such Person being called an “Indemnitee”including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than any penalties and interest resulting from the gross negligence or willful misconduct of such Recipient, 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 Other legally imposed or asserted by the relevant Governmental Authority; provided that if the Borrower or such other Loan Party reasonably believes that such Taxes were not correctly or legally asserted, such Recipient will use reasonable efforts to cooperate with the Borrower or such other Loan Party to obtain a refund of such Taxes (which shall only be indemnified by repaid to the Borrower to or such other Loan Party in accordance with subsection 3.12(h)) so long as such efforts would not, in the extent provided sole determination of such Recipient, result in Section 2.15), including the reasonable and documented any additional out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance expenses not reimbursed by the parties hereto of their respective obligations hereunder Borrower or such other Loan Party or be otherwise materially disadvantageous to such Recipient, and provided further that neither the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under Borrower nor any other Loan Document Party will be required to compensate any Recipient pursuant to this Section 3.12(d) for any interest, additions to tax or penalties that accrue after 270 days after the date such Recipient first receives notice of the relevant Indemnified Taxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (z) with a claim between any Indemnitee copy to the Agent), or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or Agent on its Related Parties). The Borrower own behalf or on behalf of a Lender, shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)conclusive absent manifest error.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)expenses, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit Accommodation or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank Documentary Credit Lender to honor honour a demand for payment under a Letter of Documentary Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Documentary Credit) or ), (iii) any directactual or alleged presence or Release of Hazardous Substance on or from any property owned or operated by any Credit Party, indirector any Environmental Liabilities related in any way to any Credit Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by a Credit Party and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence or wilful misconduct of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) Document, if the Credit Party has obtained a final and nonappealable judgment in its favour on such claim between any Indemnitee or Indemniteesas determined by a court of competent jurisdiction, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower nor shall not it be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than available in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out ofmatters specifically addressed in Section 13.1, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third partySection 13.2 and Section 19.1(a).

Indemnification by the Borrower. The In consideration of the execution and delivery of this Agreement by the Agent and the Lender and the agreement to extend the Commitments provided hereunder, the Borrower shall indemnify hereby agrees to indemnify, exonerate and hold the Administrative Agent, the Issuing Bank Lender and each Lender, and each Related Party of any of the foregoing Persons officers, directors, employees, Affiliates, controlling persons, advisors and agents of the Agent and the Lender (each such Person being called an a “Indemniteethe Lender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities (including, without limitation, strict liabilities), obligations, damages, liabilities penalties, judgments, fines, disbursements, expenses and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)costs, including Legal Costs (collectively, the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel“Indemnified Liabilities”), incurred by the Lender Parties or asserted against the Lender Party by any Indemnitee Person (including in connection with any action, suit or proceeding brought by any Holder, the Borrower, any other Loan Party or any Lender Party) as a result of, or arising out of, in connection withor relating to the execution, delivery, performance, administration or as a result of (i) the execution or delivery enforcement of this Agreement or any agreement or instrument contemplated herebyother Loan Document, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoingLoans, whether based on contractor the violation of, tort noncompliance with or any other theory and whether brought by the Borrowerliability under, any Indemnitee or a third party and regardless Environmental Law applicable to the operations of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any IndemniteeLoan Party, be available except to the extent that any such lossesIndemnified Liabilities result from the applicable Lender Party’s own gross negligence, claimswillful misconduct, damagesor material breach of any Loan Document, liabilities or related expenses are in each case as determined by a court of competent jurisdiction by final in a final, non-appealable determination. If and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided extent that the foregoing limitation shall not undertaking may be deemed unenforceable for any reason, the Borrower hereby agrees to impair or affect make the obligations maximum contribution to the payment and satisfaction of each of the Borrower Indemnified Liabilities which is permissible under Applicable Law. All Obligations provided for in this Section 10.4 shall survive repayment of the preceding provisions Loan, 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 subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Agreement.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; , provided that the foregoing limitation shall not be deemed to impair or affect the obligations Obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)subsection.

Indemnification by the Borrower. The Except with respect to the costs and expenses which are covered by Section 10.04 and Taxes and Other Taxes, which are covered by Section 3.01, whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, losses, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)including without limitation, including the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), ) that may be incurred by or asserted or awarded against any such Indemnitee in each case arising out ofof or in connection with or by reason of (including, without limitation, in connection withwith any investigation, litigation or as proceeding or preparation of a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (iidefense in connection therewith) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal matters contemplated by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any directthis Agreement, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense is found by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder gross negligence or under willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors or an Indemnitee, whether or not an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement that has been accurately reproduced and posted thereon, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act its activities in connection herewith or omission by therewith (whether before or after the Borrower and/or its Related PartiesClosing Date). All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor. The Borrower agreements in this Section shall not be liable to any Indemnitee for any specialsurvive the resignation of the Administrative Agent, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect the replacement of any such damages incurred or paid by an Indemnitee to a third party)) arising out ofLender, in connection with, or as a result the termination of the Transactions asserted by an Indemnitee against Aggregate Commitment and the Borrower repayment, satisfaction or any discharge of all the other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Obligations.

Indemnification by the Borrower. The In consideration of the execution and delivery of this Agreement by the Agent and the Lender and the agreement to extend the Commitments provided hereunder, the Borrower shall indemnify hereby agrees to indemnify, exonerate and hold the Administrative Agent, the Issuing Bank Lender and each Lender, and each Related Party of any of the foregoing Persons officers, directors, employees, Affiliates, controlling persons, advisors and agents of the Agent and the Lender (each such Person being called an a “Indemniteethe Lender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities (including, without limitation, strict liabilities), obligations, damages, liabilities penalties, judgments, fines, disbursements, expenses and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)costs, including Legal Costs (collectively, the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel“Indemnified Liabilities”), incurred by the Lender Parties or asserted against the Lender Party by any Indemnitee Person (including in connection with any action, suit or proceeding brought by any Holder, the Borrower, any other Loan Party or any Lender Party) as a result of, or arising out of, in connection withor relating to the execution, delivery, performance, administration or as a result of (i) the execution or delivery enforcement of this Agreement or any agreement or instrument contemplated herebyother Loan Document, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoingLoans, whether based on contractor the violation of, tort noncompliance with or any other theory and whether brought by the Borrowerliability under, any Indemnitee or a third party and regardless Environmental Law applicable to the operations of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any IndemniteeLoan Party, be available except to the extent that any such lossesIndemnified Liabilities result from the applicable Lender Party's own gross negligence, claimswillful misconduct, damagesor material breach of any Loan Document, liabilities or related expenses are in each case as determined by a court of competent jurisdiction by final in a final, non-appealable determination. If and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided extent that the foregoing limitation shall not undertaking may be deemed unenforceable for any reason, the Borrower hereby agrees to impair or affect make the obligations maximum contribution to the payment and satisfaction of each of the Borrower Indemnified Liabilities which is permissible under Applicable Law. All Obligations provided for in this Section 10.4 shall survive repayment of the preceding provisions Loan, 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 subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Agreement.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent and the Collateral Agent (and in each case, the Issuing Bank any sub-agent thereof), each Lender and each Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall, promptly upon receipt of a written invoice therefor, pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), penalties, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any one external counsel and one external local counsel in each applicable jurisdiction if required and as selected by the Administrative Agent (and to the extent an Indemnitee determines, after consultation with legal counsel, that an actual or potential conflict may require use of separate counsel by such Indemnitee, separate legal counsel for any Indemnitee (other than the allocated costs of internal counselsuch Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Credit 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby (including any arrangement entered into with an Independent Valuation Providerincluding, without limitation, the Transactions), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the any Issuing Bank Lender in accordance with this Agreement 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) or ), (iii) any directactual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any Subsidiary thereof, indirector any Environmental Claim related in any way to any Credit Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto; , or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (yB) result from a material claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document Document, if such Credit Party or (zsuch Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 12.3(b) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (shall not apply with respect to Taxes other than (1) any dispute involving claims against the Administrative Agent or the Issuing BankTaxes that represent losses, in each case in their respective capacities as suchclaims, and (2) claims damages, etc. arising out of from any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)non-Tax claim.

Indemnification by the Borrower. The In consideration of the execution and delivery of this Agreement by the Agent and the Lender and the agreement to extend the Commitments provided hereunder, the Borrower shall indemnify hereby agrees to indemnify, exonerate and hold the Administrative Agent, the Issuing Bank Lender and each Lender, and each Related Party of any of the foregoing Persons officers, directors, employees, Affiliates, controlling persons, advisors and agents of the Agent and the Lender (each such Person being called an each, a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities (including, without limitation, strict liabilities), obligations, damages, liabilities penalties, judgments, fines, disbursements, expenses and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)costs, including Legal Costs (collectively, the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel“Indemnified Liabilities”), incurred by the Lender Parties or asserted against the Lender Party by any Indemnitee Person (including in connection with any action, suit or proceeding brought by any Loan Party or any Lender Party) as a result of, or arising out of, in connection withor relating to the execution, delivery, performance, administration or as a result of (i) the execution or delivery enforcement of this Agreement or any agreement or instrument contemplated herebyother Loan Document, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoingLoans, whether based on contractor the violation of, tort noncompliance with or any other theory and whether brought by the Borrowerliability under, any Indemnitee or a third party and regardless Environmental Law applicable to the operations of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any IndemniteeLoan Party, be available except to the extent that any such lossesIndemnified Liabilities result from the applicable Lender Party’s own gross negligence, claimswillful misconduct or material breach of any Loan Document, damages, liabilities or related expenses are in each case as determined by a court of competent jurisdiction by final in a final, non-appealable determination. If and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided extent that the foregoing limitation shall not undertaking may be deemed unenforceable for any reason, the Borrower hereby agrees to impair or affect make the obligations maximum contribution to the payment and satisfaction of each of the Borrower Indemnified Liabilities which is permissible under Applicable Law. All Obligations provided for in this Section 10.4 shall survive repayment of the preceding provisions Loan, 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 subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Agreement.

Indemnification by the Borrower. The Borrower shall indemnify In consideration of the Administrative Agentexecution and delivery of this Agreement by the Lender and the agreement to make the Loans under this Agreement, the Issuing Bank Borrower hereby agrees to indemnify, exonerate and hold the Lender and each Lenderof the officers, directors, employees, Affiliates and agents of the Lender (each Related Party a "Lender Party") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including reasonable attorneys' fees and charges and allocated costs of staff counsel (collectively, the "Indemnified Liabilities"), incurred by the Lender Parties or any of them as a result of, or arising out of, or relating to (i) any tender offer, merger, purchase of stock, purchase of assets (including, without limitation, the 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 foregoing Persons Loans, (each such Person being called an “Indemnitee”ii) againstthe use, and hold each Indemnitee harmless fromhandling, release, emission, discharge, transportation, storage, treatment or disposal of any and all losses, claims, damages, liabilities and related expenses (other than Taxes hazardous substance at any property owned or Other Taxes which shall only be indemnified leased by the Borrower to the extent provided in Section 2.15)or any Subsidiary, including the reasonable and documented out-of-pocket fees, charges and disbursements (iii) any violation of any counsel for Environmental Laws with respect to conditions at any Indemnitee property owned or leased by the Borrower or any Subsidiary or the operations conducted thereon, (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (iiv) the execution investigation, cleanup or delivery remediation of offsite locations at which the Borrower or any Subsidiary or their respective predecessors are alleged to have directly or indirectly disposed of hazardous substances or (v) the execution, delivery, performance or enforcement of this Agreement or any agreement or instrument contemplated hereby, the performance other Loan Document by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoingLender Parties, whether based except for any such Indemnified Liabilities arising on contract, tort account of any the Lender Party's gross negligence or any other theory willful misconduct. If and whether brought by the Borrower, any Indemnitee or a third 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 lossesthe foregoing undertaking may be unenforceable for any reason, claimsthe 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. Nothing set forth above shall be construed to relieve the Lender Party from any obligation it may have under this Agreement. All obligations provided for in this Section 11.7 shall survive repayment of the Loans, damagesany foreclosure under, liabilities or related expenses are determined by a court any modification, release or discharge of competent jurisdiction by final and nonappealable judgment to have resulted from (x) any or all of the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, Documents and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions termination of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Agreement.

Indemnification by the Borrower. The Borrower shall Each Loan Party agrees to indemnify the Administrative Agent, the Issuing Bank and hold harmless each Lender, and each Related Party of any of the foregoing Persons Agents and the Lenders and their affiliates and their respective directors, officers, employees, administrative agents, attorneys-in-fact and controlling persons (each such Person being called each, an “IndemniteeIndemnified Party”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damagesdamages and liabilities, joint or several, to which such Indemnified Party may become subject related to or arising out of any transaction contemplated by the Financing Documents or the execution, delivery and performance of the Financing Documents or any other document in any way relating to the Financing Documents and the transactions contemplated by the Financing Documents (including, for avoidance of doubt, any liabilities arising under or in connection with Environmental Law) and related will reimburse any Indemnified Party for all expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges outside counsel fees and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), expenses) as they are incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) therewith. No Loan Party shall be liable under the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with foregoing indemnification provision to an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, be available Indemnified Party to the extent that any loss, claim, damage, liability or expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such lossesIndemnified Party’s gross negligence or willful misconduct. Each Loan Party also agrees that no Indemnified Party shall have any liability (whether direct or indirect, claimsin contract or tort or otherwise) to it, damagesor any of its security holders or creditors related to or arising out of the execution, liabilities delivery and performance of any Financing Document or related expenses are any other document in any way relating to the Financing Documents or the other transactions contemplated by the Financing Documents, except to the extent that any loss, claim, damage or liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction jurisdiction. To the extent permitted by final Applicable Law, no Loan Party shall assert and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemniteeeach Loan Party hereby waives, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between against any Indemnitee or IndemniteesIndemnified Party, on the one handany theory of liability, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)damages) arising out of, in connection with, or as a result of, this Agreement, any Financing Document or any agreement or instrument contemplated hereby, any Loan or the use of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation proceeds thereof. Paragraph (b) of this Section shall not be deemed apply with respect to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non‑Tax claim.

Indemnification by the Borrower. The Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless the Administrative Agent, the Issuing Bank Arranger, each Lender and each Lenderof their Affiliates and their directors, officers, employees, advisors and each Related Party of any of the foregoing Persons agents (each such Person being called each, an “"Indemnitee”") against, from and hold against (and will reimburse each Indemnitee harmless from, as the same are incurred) any and all losses, claims, damages, liabilities liabilities, and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)including, including without limitation, the reasonable fees and documented out-of-pocket fees, charges expenses of counsel and disbursements of any counsel for any Indemnitee (other than the allocated costs cost of internal counsel), ) that may be incurred by or asserted or awarded against any Indemnitee Indemnitee, in each case arising out ofof or in connection with or by reason of (including, without limitation, in connection withwith any investigation, litigation or as proceeding or preparation of a result of (idefense in connection therewith) the execution or delivery of any matters contemplated by this Agreement Agreement, any related transaction or any agreement use made or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into proposed to be made with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by thereof unless and only to the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any directextent that, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, it shall be available to the extent determined in a final nonappealable judgment by a court of competent jurisdiction that such losses, claims, damages, liabilities or related expenses are determined by a court resulted primarily from the gross negligence or willful misconduct of competent jurisdiction by final and nonappealable judgment such Indemnified Party. Notwithstanding the foregoing, the Borrower shall have no obligation to have resulted any Indemnitee in respect of losses, claims, damages, liabilities or expenses arising from (xa) disputes between Lender, the willful misconduct Administrative Agent and/or the Arranger or (b) disputes between any Borrower and an Indemnitee, with respect to which the Borrower is the prevailing party unless such losses, claims, damages, liabilities or expenses under this clause (b) arise from the negligence (but not gross negligence or willful misconduct) of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. The agreements in this Section shall survive the resignation of the Administrative Agent, (y) a material breach in bad faith the replacement of such Indemnitee’s obligations hereunder any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on discharge of all the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Obligations.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, Credit Party and each Related Party of any of the foregoing Persons thereof (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)expenses, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (thereof including any refusal by the of an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or , (iii) any directactual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, indirect, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, (y) Indemnitee or a material breach in bad faith of by such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or arising solely from claims between or among one or more Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, Credit Party and each Related Party of any of the foregoing Persons thereof (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)expenses, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (thereof including any refusal by the of an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or , (iii) any directactual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, indirect, or any liability under any Environmental Law related in any way to the Borrower or any of the Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, (y) Indemnitee or a material breach in bad faith of by such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or arising solely from claims between or among one or more Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party).

Indemnification by the Borrower. The Borrower shall agrees to indemnify and hold harmless the Administrative Agent, the Issuing Bank and each LenderBank, and each Related Party of any of the foregoing Persons their affiliates and their respective directors, officers, employees and agents (each such Person being called each, an “IndemniteeIndemnified Party”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)including, including the reasonable and documented out-of-pocket feeswithout limitation, charges fees and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), ) which may be incurred by or asserted against any Indemnitee Indemnified Party in connection with or arising out ofof any investigation, in connection withlitigation or proceeding related to the Advances, or as a result the Notes, this Agreement, any of (i) the execution or delivery of this Agreement or any agreement or instrument transactions contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought Borrowings by the Borrower, any Indemnitee whether or a third party and regardless of whether any Indemnitee not such Indemnified Party is a party thereto; , provided that such indemnity shall not not, as to any IndemniteeIndemnified Party, be available (i) to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or willful misconduct or gross negligence of such IndemniteeIndemnified Party, (yii) to the extent such claims and liabilities are settled without the consent of the Borrower (such consent not to be unreasonably withheld), (iii) to the extent they are found by a material final, nonappealable judgment of a court to have resulted from a breach in bad faith any material respect of the obligations of such Indemnitee’s obligations hereunder Indemnified Party under this Agreement or under (iv) arising out of or in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and that is brought by an Indemnified Party against any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand Indemnified Party (other than (1) any dispute involving claims such claim, litigation, investigation or proceeding brought against the Administrative Agent or any Arranger solely in its capacity as such or in fulfillment of its role as Agent, Lead Arranger or similar role under the Issuing BankLoan Documents). Each Bank agrees to give the Borrower prompt written notice of any investigation, litigation or proceeding which may lead to a claim for indemnification under this Section, provided that the failure to give such notice shall not affect the validity or enforceability of the indemnification hereunder. Without in each case any way qualifying or limiting the Borrower’s indemnification obligation in their respective capacities as suchthis Section, to the extent permitted by applicable law, neither the Borrower nor any Indemnified Party shall assert, and (2) claims arising out of hereby waive, any act claim against any Indemnified Party or omission by the Borrower and/or its Related Parties(respectively). The Borrower shall not be liable to , on any Indemnitee theory of liability, for any special, indirect, consequential or punitive damages (“Excluded Damages”), as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) damages, arising out of, in connection with, or as a result of, the Advances, the Notes, this Agreement, any of the Transactions asserted by an Indemnitee against transactions contemplated hereby, or the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations use of the Borrower under proceeds of the preceding provisions of this subsection (including reimbursement of such amounts required to be paid Borrowings by an Indemnity to a third party)the Borrower.

Indemnification by the Borrower. The Each of the Borrower and the other Credit Parties, jointly and severally, shall indemnify the Administrative AgentAgent (and any sub‑agent thereof), each Lender, the Issuing Bank Lender and each the Swingline Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than Indemnitee, provided that, for purposes of this parenthetical, such counsel shall be limited to one United States counsel and one counsel in each applicable foreign jurisdiction, in each case as chosen by the allocated costs Administrative Agent, except if and to the extent that conflicts of internal counselinterest reasonably necessitate otherwise), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Credit 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby (including any arrangement entered into with an Independent Valuation Providerincluding, without limitation, the Transactions), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank Lender 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) or ), (iii) any directactual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any Subsidiary thereof, indirector any Environmental Claim related in any way to any Credit Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto; , or (v) any claim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) result from a material claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document Document, if such Credit Party or (zsuch Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 14.3(b) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (shall not apply with respect to Taxes other than (1) any dispute involving claims against the Administrative Agent or the Issuing BankTaxes that represent losses, in each case in their respective capacities as suchclaims, and (2) claims damages, etc. arising out of from any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)non-Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank each Lender and each LenderIssuer, and each Related Party within 30 days after demand therefor, for the full amount of any Indemnified Taxes imposed on or with respect to, any payment made by, or on account of, any obligation of the foregoing Persons Borrower under any Loan Document or Other Taxes (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than including Indemnified Taxes or Other Taxes which shall only be indemnified imposed or asserted on or attributable to amounts payable under this Section 3.10) paid by the Borrower to Administrative Agent, such Lender or such Issuer, as the extent provided in Section 2.15)case may be, including the and, without duplication, any penalties, interest and reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee expenses arising therefrom or with respect thereto (other than any penalties that result from the allocated costs of internal counsel)gross negligence, incurred by bad faith or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation willful misconduct of the Transactions Administrative Agent, such Lender or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Providersuch Issuer, as applicable, as determined by a final and non-appealable judgment of a court of competent jurisdiction), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that if the Borrower reasonably believes that such indemnity Taxes were not correctly or legally asserted, the Administrative Agent, such Lender or such Issuer, as applicable, will cooperate with the Borrower to obtain a refund of such Taxes so long as such efforts would not result in any additional costs or expenses not reimbursed by the Borrower and such cooperation would not, in the judgment of such Lender or such Issuer, as applicable, be materially disadvantageous to it. A certificate as to the amount of such payment or liability that complies with Section 3.9 and is delivered to the Borrower by such Lender or such Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of such Lender or such Issuer, shall be conclusive absent manifest error. After any Lender or any Issuer (as the case may be) learns of the imposition of any Indemnified Taxes or Other Taxes, such Lender or such Issuer (as the case may be) will as soon as reasonably practicable notify the Borrower thereof; provided that the failure to provide the Borrower with such notice shall not release the Borrower from its indemnification obligations under this Section 3.10. Notwithstanding anything to the contrary contained in this Section 3.10, the Borrower shall not be required to indemnify the Administrative Agent or any Lender or Issuer pursuant to this Section 3.10 for any additional costs, such as to any Indemniteepenalties or interest, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have costs resulted from (x) the willful misconduct or gross negligence a failure of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act such Lender or omission by Issuer to notify the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential of such possible indemnification claim within 180 days after the Administrative Agent or punitive damages (as opposed to direct such Lender or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result Issuer receives notice from the applicable taxing authority of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed tax giving rise to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)indemnification claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (xi) the fraud, willful misconduct or gross negligence of such Indemnitee, Indemnitee or (yii) a material claim brought against such Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder under this Agreement or under any the other Loan Document or (z) Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out determined by a court of any act or omission by the Borrower and/or its Related Parties)competent jurisdiction. The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; , provided that the foregoing limitation shall not be deemed to impair or affect the obligations Obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)subsection.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Lender and the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counselIndemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank Lender 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) or ), (iii) breach of representations, warranties or covenants of the Borrower under the Loan Documents, or (iv) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) result from a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission brought by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by Loan Party against an Indemnity to a third party).Indemnitee for breach in bad

Indemnification by the Borrower. (a) The Borrower shall shaH indemnify the Administrative Agent, the Issuing Bank and hold harmless each Agent and each LenderLender and each of their respective Affiliates, and each Related Party of their respective officers, directors, employees, partners, principals, agents and contractors (the "Indemnified Parties") from and against any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, costs and related expenses (including reasonable attorneys' fees and litigation and similar costs, and other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket feesexpenses incurred in investigating, charges and disbursements defending, asserting or preparing the defense or assertion of any counsel of the foregoing), deficiencies, claims, interest, awards,judgments, penalties and fines (collectively, "Losses") arising out of or resulting from (i) any breach by any Loan Party or any of its Affiliates or any of their respective officers, directors, employees, partners, principals, agents or contractors (including the Servicer) . (collectively, "Related Parties") ofany of their respective obligations under or covenants or agreements contained in this Agreement or the other Loan Documents (including any claim asserted by an Agent or a Lender against the Borrower to enforce its rights pursuant to Section 8.02), or any third-party allegation or claim based upon facts alleged that, if true, would constitute such a breach, or (ii) any gross negligence, bad faith or willful misconduct of any of the Related Parties (including any act or omission constituting theft, embezzlement, breach of trust or violation of any Law). Such indemnity shall survive the termination of this Agreement. In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party xxxXx deliver notice thereof to Borrower promptly after receipt by such Indemnified Party of written notice of the Third Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount of such claim (if known) and such other information with respect thereto as is available to the Indemnified Party and as the Borrower may reasonably request. The failure or delay to provide such notice, however, shaH not release the Borrower from any of its obligations under this Section 10.05 except to the extent that it is materiaHy prejudiced by such failure or delay. (b) If for any Indemnitee (other than reason the allocated costs of internal counsel)indemnification provided for herein is unavailable or insufficient to hold harmless the Indemnified Parties, incurred the Borrower shall contribute to the amount paid or payable by or asserted against any Indemnitee arising out of, in connection with, or the Indemnified Parties as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation Losses of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or Indemnified Parties in such proportion as is appropriate to reflect the use relative fault of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or IndemniteesIndemnified Parties, on the one hand, and any other Indemnitee or Indemniteesthe Borrower (including the Servicer), on the other hand in connection with a breach of the Borrower's obligations under this Agreement. (other than c) If the Borrower confirms in writing to the Indemnified Party within fifteen (1IS) days after receipt of a Third Party Claim the Borrower's responsibility to indemnify and hold harmless the Indemnified Party therefor, the Borrower may elect to assume control over the compromise or defense of such Third Party Claim at the Borrower's own expense and by the Borrower's own counsel, which counsel must be reasonably satisfactory to the Indemnified Party, provided that (i) the Indemnified Party may, if such Indemnified Party so desires, employ counsel at such Indemnified Party's own expense to assist in the handling (but not control the defense) of any dispute Third Party Claim; (ii) the Borrower shall keep the Indemnified Party advised of all material events with respect to any Third Party Claim; (iii) the Borrower shall obtain the prior written approval of the Indemnified Party before ceasing to defend against any Third Party Claim or entering into any settlement, adjustment or compromise of such Third Party Claim involving claims against the Administrative Agent injunctive or the Issuing Bank, in each case in their respective capacities as such, similar equitable relief being imposed upon any Indemnified Party or any of its Affiliates; and (2iv) claims the Borrower will not, without the prior written consent of each Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened action in respect of which indemnification may be sought hereunder (whether or not any such Indemnified Party is a party to such action), unless such settlement, compromise or consent by its terms obligates the Borrower to satisfy the full amount of the liability in connection with such Third Party Claim and includes an unconditional release of the Indemnified Party from all liability arising out of any act or omission by such Third Party Claim. (d) Notwithstanding anything contained herein to the Borrower and/or its Related Parties). The contrary, the Borrower shall not be liable entitled to control (and if the Indemnified Party so desires, it shall have sole control over) the defense, settlement, adjustment or compromise of (but the Borrower shall nevertheless be required to pay all Losses incurred by the Indemnified Party in connection with such defense, settlement or compromise): (i) any Third Party Claim that seeks an order, injunction or other equitable relief against the Indemnified Party or any of its Affiliates; (ii) any action in which both the Borrower (or any Affiliate) and the Indemnified Party are named as parties and either the Borrower (or such Affiliate) or the Indemnified Party determines with advice of counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the other party or that a conflict of interest between such parties may exist in respect of such action; and (iii) any matter that raises or implicates any issue relating to any Indemnitee power, right or obligation of the FDIC under any Law. If the Borrower elects not to assume the compromise or defense against the asserted liability, fails to timely and properly notify the Indemnified Party of its election as herein provided, or, at any time after assuming such defense, fails to diligently defend against such Third Party Claim in good faith, the Indemnified Party may pay, compromise or defend against such asserted liability (but the Borrower shall nevertheless be required to pay all Losses incurred by the Indemnified Party in connection with such defense, settlement or compromise). In connection with any defense ofa Third Party Claim (whether by the Borrower or the Indemnified Party), all of the parties hereto shaU, and shall cause their respective Affiliates to, cooperate in the defense or prosecution thereof and to in good faith retain and furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested by a party hereto in connection therewith. No Indemnified Party shall have any liability for any special, indirectpunitive, indirect or consequential or punitive damages (as opposed relating to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower this Agreement or any other Obligor; provided that Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the foregoing limitation Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not be deemed to impair such investigation, litigation or affect proceeding is brought by the obligations Borrower, its directors, stockholders or 55 Doc#: USI·575H203v15 creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the Borrower transactions contemplated hereunder or under any of the preceding provisions other Loan Documents is consummated. The agreements in this Section 10.05 shall survive the termination of this subsection (including reimbursement the Commitments and the repayment, satisfaction or discharge of such amounts required to be paid by an Indemnity to a third party)all the Loans and other Obligations.

Indemnification by the Borrower. The Borrower shall agrees to indemnify and hold harmless the Administrative Agent, Arrangers, JPM, JPChase, the Issuing Bank Banks and each Lender, and each of their respective Related Party of any of the foregoing Persons Parties (each such Person being called an “IndemniteeIndemnified Party”) from and against, and hold each Indemnitee Indemnified Party harmless from, any and all losses, claims, damagesactions and suits whether groundless or otherwise, liabilities and related expenses from and against any and all liabilities, losses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower including amounts, if any, owing to the extent provided in Section 2.15any Bank pursuant to §§5.2, 5.5, 5.6 and 5.7), including the reasonable settlement payments, obligations, damages and documented out-of-pocket fees, charges expenses of every nature and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee character arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, of the performance by the parties hereto of their respective obligations hereunder other Loan Documents or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into or thereby or which otherwise arise in connection with an Independent Valuation Provider)this financing, including, without limitation, (iia) any Loan the Loans or Letter Letters of Credit and any actual or proposed use by the use Borrower or any of its Subsidiaries of the proceeds therefrom (including any refusal by the Issuing Fronting Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) and (b) the Borrower or (iii) any direct, indirect, actual of its Subsidiaries entering into or prospective claim, litigation, investigation performing this Agreement or proceeding (including any investigation or inquiry) relating to any of the foregoingother Loan Documents, whether based on contractin each case including, tort without limitation, the reasonable fees and disbursements of counsel and allocated costs of internal counsel incurred in connection with any such investigation, litigation or other proceeding (including, without limitation, any other theory proceeding under any Debtor Relief Law), provided, however, that the Borrower shall not be obligated under this §17(b) to indemnify any Indemnified Party for liabilities arising from such Indemnified Party’s own gross negligence, willful misconduct or bad faith breach of this Agreement. In third-party litigation, or the preparation therefor, the Borrower shall be entitled to select counsel reasonably acceptable to the Required Banks, and whether brought the Agent (as approved by the BorrowerRequired Banks) shall be entitled to select their own supervisory counsel, and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of each such counsel. Prior to any Indemnitee or a third party settlement of any such litigation by the Banks, the Banks shall provide the Borrower and regardless BPI with notice and an opportunity to address any of whether any Indemnitee is a party thereto; provided that such indemnity their concerns with the Banks, and the Banks shall not as to settle any Indemniteelitigation without first obtaining the Borrower’s consent thereto, which consent shall not be available unreasonably withheld or delayed. If and to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under this §17(b) are unenforceable for any reason, the preceding Borrower hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The provisions of this subsection §17(b) shall survive the repayment of the amounts owing under the Notes and this Agreement, the termination of this Agreement and the obligations of the Banks hereunder, the resignation or removal of the Agent (including reimbursement unless such removal is as a result of the Agent becoming a Delinquent Bank), and the resignation or replacement of the Fronting Bank or the Swingline Lender and the replacement of any other Bank and shall continue in full force and effect as long as the possibility of any such amounts required to be paid by an Indemnity to a third party)claim, action, cause of action or suit exists.

Indemnification by the Borrower. The Without duplication of any amounts payable under Section 3.01(a), the Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank and each LenderL/C Issuer, and each Related Party within 10 days after written demand therefor, for the full amount of any of the foregoing 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 (other than Indemnified Taxes or Other Taxes which shall only be indemnified (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable by the Borrower to the extent provided in Section 2.15)Administrative Agent, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder such Lender or the consummation of L/C Issuer, as the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one handcase may be, and any other Indemnitee reasonable expenses arising therefrom or Indemniteeswith respect thereto, on whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the other hand relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (other than (1) any dispute involving claims against with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing BankL/C Issuer, in each case in their respective capacities as such, and (2) claims arising out shall be conclusive absent manifest error. Upon the reasonable request of any act Credit Party, the Lenders, the L/C Issuer and the Administrative Agent agree to use their reasonable efforts to cooperate with such Credit Party (at such Credit Party’s direction and expense) in contesting the imposition of, or omission claiming a refund of, any Indemnified Taxes or Other Taxes paid by such Credit Party, whether directly to a Governmental Authority or pursuant to this Section, that such Credit Party reasonably believes were not correctly or legally asserted by the Borrower and/or its Related Parties). The Borrower shall not relevant Governmental Authority unless the Lender, the L/C Issuer or the Administrative Agent, as the case may be, determines in good faith that pursuing such a contest or refund would be liable materially disadvantageous to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)it.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the each Issuing Bank Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities Liabilities and related costs, expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)and disbursements, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by or asserted against any Indemnitee or to which any Indemnitee may become subject, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the any Issuing Bank Lender 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) or ), (iii) any directEnvironmental Liability related in any way to the Borrower or any of its Subsidiaries, indirect, or (iv) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities Liabilities or related expenses are resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemniteejudgment, (y) a material breach in bad faith by such Indemnitee or any of such Indemnitee’s its Related Parties of its obligations hereunder under this Agreement or under any other Loan Document determined by a court of competent jurisdiction by final and nonappealable judgment, or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand dispute arising solely among Indemnitees (other than (1) any dispute involving claims against with an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent Agent, a Joint Bookrunner, a Joint Lead Arranger, an Issuing Lender or the Issuing Bank, in each case in their respective capacities as such, and (2any other similar role under any Loan Document) claims not arising out of any act or omission by on the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect part of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)its Affiliates.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”"lndemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)expenses, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee lndemnitee by any third party or by any Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non• consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit Accommodation or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank Documentary Credit Lender to honor honour a demand for payment under a Letter of Documentary Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Documentary Credit) or ), (iii) any directactual or alleged presence or Release of Hazardous Substance on or from any property owned or operated by any Credit Party, indirector any Environmental Liabilities related in any way to any Credit Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by a Credit Party and regardless of whether any Indemnitee lndemnitee is a party thereto; , provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence or wilful misconduct of such Indemnitee, lndemnitee or (y) result from a material claim brought by the Borrower or any other Credit Party against an lndemnitee for breach in bad faith of such Indemnitee’s lndemnitee's obligations hereunder or under any other Loan Document or (z) Document, if the Credit Party has obtained a final and nonappealable judgment in its favour on such claim between any Indemnitee or Indemniteesas determined by a court of competent jurisdiction, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower nor shall not it be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than available in respect of any such damages incurred or paid by an Indemnitee to a third partymatters specifically addressed in Section 13.1, Section 13.2 and Section 19.l(a)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party).

Indemnification by the Borrower. The Borrower shall indemnify and hold harmless the Administrative Agents (and each Agent-Related Person), the each Issuing Bank and Bank, each Lender, the Arrangers and each their respective Related Party of any of the foregoing Persons (each such Person being called an collectively, the “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities and related or expenses (other than Taxes including Attorney Costs and Environmental Liabilities) to which any such Indemnitee may become subject arising out of, resulting from or Other Taxes which shall only be indemnified by in connection with (but limited, in the Borrower case of legal fees and expenses, to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of any one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or all Indemnitees taken as a result whole in each relevant material jurisdiction, and solely in the case of (i) the execution or delivery a conflict of this Agreement or any agreement or instrument contemplated herebyinterest, the performance by the parties hereto one additional counsel in each relevant material jurisdiction to each group of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (iiaffected Indemnitees similarly situated taken as a whole) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective threatened claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents, the Loans, the Letters of Credit or the use, or proposed use of the foregoingproceeds therefrom, whether based on contract, tort or any other theory and whether brought by the Borrower(including any investigation of, preparation for, or defense of any Indemnitee pending or a third party threatened claim, litigation, investigation or proceeding), and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are resulted from (x) the gross negligence or willful misconduct of such Indemnitee or any of its Related Indemnified Persons as determined by a final, non-appealable judgment of a court of competent jurisdiction, (y) solely with respect to an Indemnitee other than the Agents or any Agent-Related Person, a material breach of any obligations under any Loan Document by such Indemnitee or any of its Related Indemnified Persons as determined by a final, non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims by or against an Indemnitee in its capacity or in fulfilling its role as an administrative agent, or collateral agent (or any Agent-Related Person) or arranger or any similar role under any Loan Document and other than any claims arising out of any act or omission of the Borrower or any of its respective Affiliates (as determined by a final, non-appealable judgment of a court of competent jurisdiction). To the extent that the undertakings to indemnify and hold harmless set forth in this Section 10.05 may be unenforceable in whole or in part because they are violative of any applicable Law or public policy, the Borrower shall contribute the maximum portion that they are permitted to pay and satisfy under applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (except to the extent such damages are found in a final and nonappealable non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee), (y) a material breach in bad faith of such Indemnitee’s obligations hereunder nor shall any Indemnitee or under any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act its activities in connection herewith or omission by therewith (whether before or after the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages Closing Date) (other than than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third partyparty for which such Indemnitee is otherwise entitled to indemnification pursuant to this Section 10.05)) arising out of. In the case of an investigation, litigation or other proceeding to which the indemnity in connection withthis Section 10.05 applies, such indemnity shall be effective whether or as a result of the Transactions asserted not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall Person, whether or not be deemed to impair any Indemnitee is otherwise a party thereto and whether or affect the obligations not any of the Borrower transactions contemplated hereunder or under any of the preceding provisions of other Loan Documents is consummated. All amounts due under this subsection (including reimbursement of such amounts required to Section 10.05 shall be paid by an Indemnity to a third party).within thirty (30) Business Days after written demand therefor. The agreements in this Section 10.05 shall survive the resignation of any Agent, any Agent-Related Person, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Lender and the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee (other than the allocated costs from all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of internal counsel)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank Lender 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) or ), (iii) breach of representations, warranties or covenants of the Borrower under the Loan Documents, or (iv) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or IndemniteesDocument, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against if the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party).competent jurisdiction. This

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee (other than the allocated costs from all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of internal counsel)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit the use or the proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or therefrom, (iii) breach of representations, warranties or covenants of the Borrower under the Loan Documents, or (iv) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower 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 or (z) a claim between any Indemnitee or IndemniteesDocument, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against if the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party).competent jurisdiction. This

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)expenses, including the reasonable and, documented and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including including, without limitation, any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses (1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y2) result from a material claim brought against such Indemnitee for breach in bad faith of such Indemnitee’s material obligations hereunder under this Agreement or under any the other Loan Document Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (z3) result from a claim arising as a result of a dispute between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand Indemnitees (other than (1x) any dispute involving claims against the Administrative Agent or the an Issuing Bank, in each case in their respective capacities as such, and (2y) claims arising out of any act or omission by the Borrower and/or or its Related PartiesAffiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations Obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)subsection.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Lender and the Issuing Bank and each LenderBank, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)expenses, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor honour a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or ), (iii) any directactual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by any Company, indirector any Environmental Liability related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by a Company and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence or wilful misconduct of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) Document, if the Company has obtained a final and nonappealable judgment in its favour on such claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out determined by a court of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)competent jurisdiction.

Indemnification by the Borrower. The Borrower shall agrees to indemnify and hold harmless the Administrative Agent, the Issuing Bank Agent (and each Lendersub-agent thereof), each Lender and the L/C Issuer, each of their respective Affiliates, and each Related Party of any of the foregoing Persons (each such Person being called each, an “IndemniteeIndemnified Party”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, losses, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)including, including the without limitation, reasonable and documented out-of-pocket fees, charges charges, disbursements and disbursements expenses of any counsel for any Indemnitee (other than the allocated costs of internal counsel), Indemnified Party) that may be incurred by or asserted or awarded against any Indemnitee Indemnified Party, in each case arising out ofof or in connection with or by reason of (including, without limitation, in connection withwith any investigation, litigation or as proceeding or preparation of a result of (idefense in connection therewith) the execution or delivery of Notes, this Agreement or Agreement, any agreement or instrument contemplated herebyother Loan Document, the performance by the parties hereto of their respective obligations hereunder or the consummation any of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan herein or Letter of Credit or the use of the proceeds therefrom therein (including any refusal by the Issuing Bank 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) or (iii) any direct), indirect, the actual or prospective proposed use of the proceeds of the Advances, or, in the case of the Administrative Agent (and any such sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents except to the extent such claim, litigationdamage, investigation loss, liability or expense resulted from such Indemnified Party’s gross negligence or willful misconduct as finally determined in a nonappealable judgment by a court of competent jurisdiction. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding (including any investigation or inquiry) relating to any of is brought by the foregoing, whether based on contract, tort Borrower or any other theory and whether brought by the BorrowerLoan Party, its respective directors, shareholders or creditors or an Indemnified Party or any Indemnitee or a third party other Person and regardless of whether any Indemnitee Indemnified Party is otherwise a party thereto; provided that such indemnity thereto and whether or not the transactions contemplated hereby are consummated. This Section 8.04(b) shall not as apply with respect to Taxes other than any Indemnitee, be available to the extent Taxes that such losses, represent claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted losses, liabilities, expenses, etc. arising from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)non-Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, Credit Party and each Related Party of any of the foregoing Persons thereof (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)expenses, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (thereof including any refusal by of the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or , (iii) any directCleco Corporation Credit Agreement actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, indirect, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, (y) Indemnitee or a material breach in bad faith of by such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or arising solely from claims between or among one or more Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party).

Indemnification by the Borrower. The In consideration of the execution and delivery of this Agreement by the Agent and the Lenders and the agreement to extend the Commitments provided hereunder, the Borrower shall indemnify hereby agrees to indemnify, exonerate and hold the Administrative Agent, the Issuing Bank Lenders and each Lender, and each Related Party of any of the foregoing Persons officers, directors, employees, Affiliates, controlling persons, advisors and agents of the Agent and the Lenders (each such Person being called an each, a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities (including, without limitation, strict liabilities), obligations, damages, liabilities penalties, judgments, fines, disbursements, expenses and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)costs, including Costs (collectively, the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel“Indemnified Liabilities”), incurred by the Lender Parties or asserted against any Indemnitee Lender Party by any Person (including in connection with any action, suit or proceeding brought by any Loan Party or any Lender Party) as a result of, or arising out of, in connection withor relating to: the execution, delivery, performance, administration or as a result of (i) the execution or delivery enforcement of this Agreement or any agreement or instrument contemplated herebyother Investment Document, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoingLoans, whether based on contractor the violation of, tort noncompliance with or any other theory and whether brought by the Borrowerliability under, any Indemnitee or a third party and regardless Environmental Law applicable to the operations of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any IndemniteeLoan Party, be available except to the extent that any such lossesIndemnified Liabilities result from the applicable Lender Party’s own gross negligence or willful misconduct, claims, damages, liabilities or related expenses are in each case as determined by a court of competent jurisdiction by final in a final, non-appealable determination. If and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided extent that the foregoing limitation undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under Applicable Law. All Obligations provided for in this Section 10.4 shall survive repayment of the Loan, 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. This Section 10.4 shall not be deemed apply with respect to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counselIndemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom therefrom, (including iii) any refusal by the any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, (iv) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iiiv) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by a third party or by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee or such Indemnitee, (y) a material ’s breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (zy) result from a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute not involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any an act or omission by of the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted and brought by an Indemnitee against another Indemnitee (other than against the Borrower Arrangers or the Administrative Agent in their capacities as such). This Section 10.3(b) does not apply with respect to Taxes other than any other Obligor; provided Taxes that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrower. The Borrower shall indemnify Without limiting any other rights that the Administrative Agent, the Issuing Bank Credit Parties, the other Secured Parties and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under applicable Law, the Borrower hereby agrees to indemnify each LenderBorrower Indemnified Party from and against any and all claims, losses and each Related Party of any liabilities (including Attorney Costs) (all of the foregoing Persons (each such Person being called an collectively referred to as “IndemniteeBorrower Indemnified Amounts”) againstarising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and hold each Indemnitee harmless from, (b) Taxes (other than any and all Taxes that represent losses, claims, damages, liabilities etc. arising from any non-Tax claim). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and related expenses in the order of priority set forth in Section 3.01(a)), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above): (i) any Pool Receivable which the Borrower or the Servicers includes as an Eligible Receivable as part of the Net Receivables Pool Balance but which is not an Eligible Receivable at such time; (ii) any representation, warranty or statement made or deemed made by the Borrower (or any of its respective officers) under or in connection with this Agreement, any of the other than Taxes Transaction Documents, any Pool Report or Other Taxes any other information or report delivered by or on behalf of the Borrower pursuant hereto which shall only be indemnified have been untrue or incorrect when made or deemed made; (iii) the failure by the Borrower to comply with any applicable Law with respect to any Pool Receivable or the extent provided in Section 2.15), including related Contract; or the reasonable and documented out-of-pocket fees, charges and disbursements failure of any counsel for Pool Receivable or the related Contract to conform to any Indemnitee such applicable Law; (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (iiv) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank failure to honor a demand for payment under a Letter of Credit if the documents presented vest in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent a first priority perfected security interest in all or any portion of the Issuing BankCollateral, in each case in their respective capacities as such, free and (2) claims arising out clear of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party).Adverse Claim;

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by the Borrower or any other Obligor, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, . or (y) result from a material claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or IndemniteesDocument, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by if the Borrower and/or has obtained a final and nonappealable judgment in its Related Parties)favor on such claim as determined by a court of competent jurisdiction. The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; , provided that the foregoing limitation shall not be deemed to impair or affect the obligations Obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)subsection.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Issuing Bank and each Lendereach, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counselIndemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the Transactions or any other transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (including and any arrangement entered into with an Independent Valuation Provider)sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit the use or the proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) therefrom, or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by a third party or by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank Collateral Agent, the Lead Arrangers and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.152.14), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that that, such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (xi) the fraud, willful misconduct or gross negligence of such Indemnitee, or (yii) a material claim brought against such Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder under this Agreement or under any the other Loan Document or (z) Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out determined by a court of any act or omission by the Borrower and/or its Related Parties)competent jurisdiction. The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; Loan Party, provided that the foregoing limitation shall not be deemed to impair or affect the obligations Obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)subsection.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agentagrees to indemnify, the defend and hold harmless each Lender, each LC Issuing Bank and each Lenderthe Administrative Agent and their respective directors, officers, agents and each Related Party of any of employees (collectively, the foregoing Persons (each such Person being called an “Indemnitee”"LC Indemnitees") against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities and related losses, liabilities, costs or expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)including, including without limitation, the reasonable and documented out-of-pocket fees, charges fees and disbursements of any counsel for any counsel) which such LC Indemnitee may reasonably incur (other than the allocated costs of internal counsel), incurred by or asserted which may be claimed against any such LC Indemnitee arising out of, by any Person) by reason of or in connection with, or as a result of (i) with the execution and delivery or delivery transfer of this Agreement or payment or failure to pay under any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the any actual or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 losses, liabilities, costs or related expenses are determined which any LC Issuing Bank may incur by a court reason of competent jurisdiction or in connection with the failure of any Lender to fulfill or comply with its obligations to such LC Issuing Bank hereunder in connection with any Letter of Credit (but nothing herein contained shall affect any rights the Borrower may have against any such defaulting Lender); provided that the Borrower shall not be required to indemnify any LC Indemnitee for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by final and nonappealable judgment to have resulted from (xi) the willful misconduct or gross negligence of such Indemnitee, (y) any LC Issuing Bank in determining whether a material breach in bad faith request presented under any Letter of Credit issued by it complied with the terms of such Indemnitee’s obligations hereunder Letter of Credit or (ii) any LC Issuing Bank's failure to pay under any other Loan Document or Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this subsection (zn) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable is intended to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect limit the obligations of the Borrower under the preceding provisions any other provision of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Section 2.06.

Indemnification by the Borrower. The Borrower shall agrees to indemnify the Administrative and hold harmless each Agent, the each Issuing Bank Lender and each LenderLender and their affiliates and their respective directors, officers, employees, administrative agents and each Related Party of any of the foregoing Persons controlling persons (each such Person being called each, an “IndemniteeIndemnified Party”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damagesdamages and liabilities, liabilities joint or several, to which such Indemnified Party may become subject under any Applicable Law and related to or arising out of or in connection with the Transaction Documents or the transaction contemplated thereby and will reimburse any Indemnified Party for all expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges counsel fees and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), expenses) as they are incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties)therewith. The Borrower shall not be liable under the foregoing indemnification provision to an Indemnified Party to the extent that (i) any loss, claim, damage, liability or expense is found in a final non‑appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence or willful misconduct, (ii) the Borrower’s obligation to reimburse any such Indemnified Person is otherwise limited by the terms of the Financing Documents or (iii) successful claims are brought by any Loan Party or the Parent against any Lender or Agent arising from a Lender or Agent breach of its obligations under the Financing Documents. The Borrower agrees that (A) it waives any claim it may have against any Indemnified Party for breach of fiduciary duty arising under the Transaction Documents or alleged breach of fiduciary duty arising under the Transaction Documents and (B) no Indemnified Party shall have any liability (whether direct or indirect) to the Borrower in respect of a fiduciary duty claim arising under the Transaction Documents or to any Indemnitee person asserting a fiduciary duty claim on behalf of the Borrower or any equity holders, employees or creditors, in each case, arising under the Transaction Documents. To the extent permitted by applicable law, no party shall assert, and each party hereby waives, any claim against the other party (including any Indemnified Party), on any theory of liability, for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Letter of Credit or the use of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)proceeds thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank each Lender and each LenderIssuer, and each Related Party within 30 days after demand therefor, for the full amount of any Indemnified Taxes imposed on or with respect to, any payment made by, or on account of, any obligation of the foregoing Persons Borrower under any Loan Document or Other Taxes (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than including Indemnified Taxes or Other Taxes which shall only be indemnified imposed or asserted on or attributable to amounts payable under this Section 3.10) paid by the Borrower to Administrative Agent, such Lender or such Issuer, as the extent provided in Section 2.15)case may be, including the and, without duplication, any penalties, interest and reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee expenses arising therefrom or with respect thereto (other than any penalties that result from the allocated costs of internal counsel)gross negligence, incurred by bad faith or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation willful misconduct of the Transactions Administrative Agent, such Lender or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Providersuch Issuer, as applicable, as determined by a final and non-appealable judgment of a court of competent jurisdiction), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that if the Borrower reasonably believes that such indemnity Taxes were not correctly or legally asserted, the Administrative Agent, such Lender or such Issuer, as applicable, will cooperate with the Borrower to obtain a refund of such Taxes so long as such efforts would not result in any additional costs or expenses not reimbursed by the Borrower and such cooperation would not, in the judgment of such Lender or such Issuer, as applicable, be materially disadvantageous to it. A certificate as to the amount of such payment or liability that complies with Section 3.9 and is delivered to the Borrower by such Lender or such Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of such Lender or such Issuer, shall be conclusive absent manifest error. After any Lender or any Issuer (as the case may be) learns of the imposition of any Indemnified Taxes or Other Taxes, such Lender or such Issuer (as the case may be) will as soon as reasonably practicable notify the Borrower thereof; provided that the failure to provide the Borrower with such notice shall not release the Borrower from its indemnification obligations under this Section 3.10. Notwithstanding anything CHAR1\1787260v5 to the contrary contained in this Section 3.10, the Borrower shall not be required to indemnify the Administrative Agent or any Lender or Issuer pursuant to this Section 3.10 for any additional costs, such as to any Indemniteepenalties or interest, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have costs resulted from (x) the willful misconduct or gross negligence a failure of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act such Lender or omission by Issuer to notify the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential of such possible indemnification claim within 180 days after the Administrative Agent or punitive damages (as opposed to direct such Lender or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result Issuer receives notice from the applicable taxing authority of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed tax giving rise to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)indemnification claim.

Indemnification by the Borrower. The Borrower shall agrees to and hereby does indemnify and hold harmless the Administrative Agent, the Issuing Facility Agent and each Bank and each Lendertheir respective affiliates, directors, officers, agent and employees and each Related Party of other person, if any controlling them or any of their affiliates within the foregoing Persons meaning of either Section 15 of the Securities Act of 1933, as amended or Section 20(a) of the Exchange Act (each such Person being called an “Indemnitee”each, "INDEMNIFIED PARTY") against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities and related costs, expenses (other than Taxes or Other Taxes including reasonable counsel fees and disbursements) and liabilities which shall only may be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against such Indemnified Party resulting from any Indemnitee actual or threatened legal actions or proceedings arising out ofof the Commitments, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument financings contemplated hereby, the performance Tender Offer, any transaction contemplated by the parties hereto of their respective obligations hereunder or the consummation any of the Transactions Transaction Documents or their role in connection therewith whether or not they or any other transactions contemplated hereby (including Indemnified Party is named as a party to any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation legal action or proceeding (including any investigation or inquiry) relating "CLAIMS"). The Borrower will not, however, be responsible to any of the foregoing, whether based on contract, tort or Indemnified Party hereunder for any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, be available claims to the extent that such losses, claims, damages, liabilities or related expenses are a court having jurisdiction shall have determined by a court final judgment that any such Claim shall have arisen out of competent jurisdiction by final and nonappealable judgment to have or resulted from (x) actions taken or omitted to be taken by such Indemnified Party which constitutes the willful misconduct or gross negligence or wilful misconduct of such Indemnitee, Indemnified Party (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on "EXCLUDED CLAIMS"). Each Indemnified Party shall give the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out Borrower prompt written notice of any act or omission by Claim setting forth a description of those elements of the Borrower and/or its Related Parties)claim of which such Indemnified Party has knowledge. The Borrower shall not be liable have the right at any time during which a Claim is pending to select counsel to defend and settle any Indemnitee Claims for which the Borrower is an indemnitor hereunder so long as in any specialsuch event the Borrower shall have stated by written notice delivered to the applicable Indemnified Party that, indirectas between the Borrower and such Indemnified Party, consequential or punitive damages (as opposed the Borrower is responsible to direct or actual damages (such Indemnified Party with respect to such Claim to the extent and subject to the limitations set forth herein. In any other than in respect case, the Indemnified Party shall have the right to select counsel and control the defence of any such damages incurred or paid by an Indemnitee Claims to a third party)) arising out ofthe extent provided for herein; provided, in connection withhowever, or that no Indemnified Party shall settle any claim as a result of to which it is controlling the Transactions asserted by an Indemnitee against defence without the Borrower or any other Obligor; provided that the foregoing limitation Borrower's consent, which consent shall not be deemed unreasonably withheld. With respect to impair or affect the obligations of any Claim for which the Borrower under is entitled to select counsel, each Indemnified Party shall have the preceding provisions of this subsection (including reimbursement right, at its expense, to participate in the defence of such amounts required to be paid by an Indemnity to a third party)Claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Lender and the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claimsclaims (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counselIndemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank Lender 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) or ), (iii) any directactual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, indirector any Environmental Claim related in any way to the Borrower or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by the Borrower or any other Credit Party, and regardless of whether any Indemnitee is a party thereto; , or (v) any claim (including, without limitation, any civil penalties or fines assessed by the U.S. Department of the Treasury's Office of Foreign Assets Control), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or IndemniteesDocument, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against if the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)competent jurisdiction.

Indemnification by the Borrower. The Borrower shall indemnify (i) Without limiting any other rights that the Administrative Agent, the Issuing Bank Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each LenderBorrower Indemnified Party from and against any and all claims, losses and each Related Party of any liabilities (including Attorney Costs) (all of the foregoing Persons (each such Person being called an collectively referred to as “IndemniteeBorrower Indemnified Amounts”) againstarising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the gross negligence or willful misconduct by such Borrower Indemnified Party seeking indemnification and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (b) Taxes that are covered by Section 4.03 (other than Taxes specifically enumerated below). Without limiting or Other being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01), to the Borrower Indemnified Party any and all amounts necessary to indemnify the Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above): (i) any Pool Receivable which the Borrower or the Servicer includes as an Eligible Receivable as part of the Net Receivable Pool Balance but which is not an Eligible Receivable at such time; (ii) any representation, warranty or statement made or deemed made by the Borrower (or any of its respective officers) under or in connection with this Agreement or any of the other Transaction Documents (including in any report or certificate required to be delivered under any Transaction Document) shall only be indemnified have been untrue or incorrect when made or deemed made; (iii) the failure by the Borrower to comply with any Applicable Law with respect to any Pool Receivable or the extent provided in Section 2.15), including related Contract; or the reasonable and documented out-of-pocket fees, charges and disbursements failure of any counsel for Pool Receivable or the related Contract to conform to any Indemnitee such Applicable Law; (iv) the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the Collateral, in each case free and clear of any Adverse Claim; (v) the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable and the other Collateral and Collections in respect thereof, whether at the time of any Credit Extension or at any subsequent time; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the allocated costs payment of internal counselany Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), incurred by or asserted against any Indemnitee other claim resulting from or relating to collection activities with respect to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (vii) any Taxes imposed upon the Borrower Indemnified Party relating to or with respect to any Pool Receivable or other Collateral, and any reasonable costs and expenses relating thereto or arising therefrom; (viii) any failure of the Borrower to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (ix) any products liability, environmental or other claim arising out of, of or in connection withwith any Pool Receivable or other merchandise, goods or as a result services which are the subject of or related to any Pool Receivable; (ix) the execution commingling of Collections of Pool Receivables at any time with other funds; (xi) any investigation, litigation or delivery of proceeding (actual or threatened) related to this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit Transaction Document or the use of proceeds of any Credit Extensions or in respect of any Pool Receivable or other Collateral or any related Contract; (xii) any failure of the proceeds therefrom Borrower to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (including xiii) any refusal setoff with respect to any Pool Receivable; (xiv) any claim brought by any Person other than the Borrower Indemnified Party arising from any activity by the Issuing Borrower or any Affiliate of the Borrower in servicing, administering or collecting any Pool Receivable; (xv) [Reserved] (xvi) any failure of an Collection Account Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter the applicable Collection Account Control Agreement, the termination by a Collection Account Bank of Creditany Collection Account Control Agreement or any amounts (including in respect of an indemnity) or payable by the Administrative Agent to a Collection Account Bank under any Collection Account Control Agreement; (iiixvii) [Reserved]; (xviii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of action taken by the foregoing, whether based on contract, tort or any other theory and whether brought by Administrative Agent as attorney-in-fact for the Borrower, any Indemnitee Originator or a third party and regardless of whether the Servicer pursuant to this Agreement or any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from other Transaction Document; (xxix) the willful misconduct failure or gross negligence delay to provide any Obligor with an invoice or other evidence of such Indemnitee, indebtedness; (yxx) a material breach in bad faith of such Indemnitee’s obligations hereunder any civil penalty or under fine assessed by OFAC or any other Loan Document Governmental Authority administering any Anti-Corruption Law or (z) a claim between any Indemnitee or Indemnitees, on the one handSanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, the Borrower Indemnified Party in connection with the Transaction Documents as a result of any other Indemnitee action of any Xxxxxxx Party or Indemnitees, on any of their respective Affiliates; (xxi) the other hand use of proceeds of any Credit Extension; or (other than (1xxii) any dispute involving claims against the Administrative Agent or the Issuing Bank, reduction in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or Capital as a result of the Transactions asserted by an Indemnitee against the Borrower distribution of Collections if all or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement a portion of such amounts required to distributions shall thereafter be paid by an Indemnity to a third party)rescinded or otherwise must be returned for any reason.

Indemnification by the Borrower. (a) If, in connection with the matters that are the subject of this Agreement, any Subordinated Lender or any Senior Lender, any of its Affiliates and/or their respective directors, partners, officers, employees, agents and controlling persons (each an “Indemnified Party”) becomes involved in any capacity in, or incurs any cost, damage, expense or liability in connection with, any action or legal proceeding, actual or threatened, involving claims by any third party, or to enforce any Senior Lender’s or any Subordinated Lender’s rights under this Agreement or to collect any amount under this Agreement, the Borrower shall reimburse each such Indemnified Party immediately upon request for all reasonable expenses (including the reasonable fees and disbursements of legal counsel, the allocated reasonable costs of in-house counsel acting as litigators, and the reasonable cost of investigation and preparation) in connection with or related to such action or legal proceedings as they are incurred. Notwithstanding the generality of the foregoing, if any action, suit or other proceeding is brought against an Indemnified Party for which the Indemnified Party seeks indemnification hereunder, the Indemnified Party shall promptly notify the Borrower of the commencement thereof, whereupon the Borrower will be entitled to participate therein, and to assume the defense thereof, with counsel selected by the Borrower and satisfactory to such Indemnified Party (such consent not to be unreasonably withheld); provided, however, that, if in the Indemnified Party’s reasonable judgment the Indemnified Party has any claims or defenses that conflict with or differ from the interests of the Borrower, the Indemnified Party shall be entitled to select counsel of its choosing and pursue such claims and defenses separately and all related costs, expenses and liabilities associated with such separate claims or defenses will continue to be covered by the Borrower’s indemnification obligation hereunder. The Borrower shall not be entitled to settle any proceeding without the consent of each Indemnified Party with any right to indemnification hereunder with respect to such proceeding except upon such terms as will provide each such Indemnified Party reasonable assurance of full indemnity hereunder. (b) The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee Indemnified Party harmless from, any and against all losses, claims, damages, damages or liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)kind, incurred by joint or asserted against any Indemnitee arising out ofseveral, to which such Indemnified Party may become subject in connection with, or as a result of (i) the execution relating to, or delivery of arising out of, this Agreement or any agreement Subordinated Note, or instrument any transactions contemplated hereby; provided, however, that the performance by Borrower shall not be liable under the parties hereto foregoing indemnity agreement in respect of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)loss, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation damage or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, be available liability to the extent that such losses, claims, damages, liabilities or related expenses are a court having jurisdiction shall have determined by a court of competent jurisdiction by final judgment (not subject to further appeal) that such loss, claim, damage or liability resulted primarily and nonappealable judgment to have resulted directly from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties)Indemnified Party. The Borrower also shall not be liable to any Indemnitee reimburse each Subordinated Lender for any specialall such Subordinated Lender’s reasonable costs and expenses incurred in connection with the enforcement (including, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out ofwithout limitation, in connection withwith the negotiation of any restructuring or “work out” of the Obligations, whether or not consummated), amendment, or as a result the preservation of such Subordinated Lender’s rights under this Agreement and the related Subordinated Note, including, without limitation, the fees and disbursements of its counsel and additional due diligence expenses incurred after the occurrence of an Event of Default or in connection with any action, claim or proceeding described in this subsection for which such Subordinated Lender is entitled to indemnification. (c) The agreements of the Transactions asserted by an Indemnitee against Borrower in this Article VI shall be in addition to any liabilities that the Borrower may otherwise have and shall apply whether or not any Subordinated Lender, the Senior Lender or any other Obligor; provided that the foregoing limitation shall not be deemed Indemnified Party is a formal party to impair any lawsuit, claim or affect the obligations other proceeding. Solely for purposes of enforcing such agreements, the Borrower under hereby consents to personal jurisdiction, service and venue in any court in which any claim or proceeding which relates to the preceding provisions services or matters that are the subject of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Agreement is brought against any Subordinated Lender, the Senior Lenders or other Indemnified Party.

Indemnification by the Borrower. (a) The Borrower shall Loan Parties hereby agree to indemnify the Administrative each Term Lender, each Joint Lead Arranger, each Joint Lead Bookrunner, each Co-Documentation Agent, the Issuing Bank and each Lender, Co-Syndication Agent and each Related Party of any of the foregoing Persons in accordance with Section 12.18 (Other Indemnities) of the Common Security and Account Agreement and Section 2.15 (Other Indemnities) of the Intercreditor Agreement, which shall be applied mutatis mutandis to the indemnified parties under this Agreement, as well as with respect to reliance by such indemnified party on each such Person being called an “Indemnitee”notice purportedly given by or on behalf of the Borrower pursuant to Section 10.10 (Notices and Other Communications). (b) against, To the extent that any Loan Party for any reason fails to pay any amount required under Section 12.18 (Other Indemnities) of the Common Security and hold each Indemnitee harmless fromAccount Agreement or clause (a) above to be paid by it to any of the Term Loan Facility Agent, any and all lossessub-agent thereof or any Related Party of any of the foregoing, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower each Term Lender severally agrees to pay to the extent Term Loan Facility Agent, any such sub-agent, or such Related Party, as the case may be, such Term Lender’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided in Section 2.15)that, including the reasonable and documented out-of-pocket feesunreimbursed expense or indemnified loss, charges and disbursements of any counsel for any Indemnitee (other than claim, damage, liability or related expense, as the allocated costs of internal counsel)case may be, was incurred by or asserted against the Term Loan Facility Agent or any Indemnitee arising out of, sub-agent thereof in connection withits capacity as such, or as a result against any Related Party of (i) any of the execution or delivery of this Agreement foregoing acting for the Term Loan Facility Agent or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented sub-agent thereof in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any capacity. The obligations of the foregoing, whether based on contract, tort or any other theory and whether brought Term Lenders under this Section 10.07(b) (Indemnification by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, be available ) are subject to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court provisions of competent jurisdiction by final and nonappealable judgment to have resulted from Section 2.04 (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related PartiesFunding). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under Term Lenders to make payments pursuant to this Section 10.07(b) (Indemnification by the preceding Borrower) are several and not joint and shall survive the payment in full of the Term Loan Obligations and the termination of this Agreement. The failure of any Term Lender to make payments on any date required hereunder shall not relieve any other Term Lender of its corresponding obligation to do so on such date, and no Term Lender shall be responsible for the failure of any other Term Lender to do so. (c) The provisions of this subsection Section 10.07 (including reimbursement of such amounts required to be paid Indemnification by an Indemnity to a third partythe Borrower) shall not supersede Sections 4.03 (Increased Costs) and 4.06 (Taxes).

Indemnification by the Borrower. The Borrower shall indemnify (a) Without limiting any other rights that the Administrative Agent, the Issuing Bank Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each LenderBorrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs (limited to one firm of counsel and a single firm of local counsel in each Related Party relevant jurisdiction, in each case acting for the foregoing collectively, plus in the case of any an actual or perceived conflict of interest where the person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected person))) (all of the foregoing Persons (each such Person being called an collectively referred to as “IndemniteeBorrower Indemnified Amounts”) againstarising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Loans or the security interest in respect of any Pool Receivable or any other Collateral; excluding, and hold each Indemnitee harmless fromhowever, any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the a) Borrower Indemnified Amounts to the extent provided in Section 2.15), including resulting primarily from the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by gross negligence or asserted against any Indemnitee arising out willful misconduct of, in connection withor material breach of this Agreement by, or the Borrower Indemnified Party seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction, (b) any Borrower Indemnified Amount as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (dispute solely among Borrower Indemnified Parties other than (1) any dispute involving claims against the Administrative Agent or any other agent or arranger in its capacity or in fulfilling its role as Administrative Agent, agent or arranger or any similar role in respect of the Issuing Bank, in each case in their respective capacities as such, credit facilities provided hereunder and (2) other than claims to the extent arising out of any act or omission on the part of the Borrower or any other Deluxe Party and (c) Taxes (other than (x) Taxes enumerated below and (y) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim or that are specifically described below). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) through (c) above): (i) any Pool Receivable which the Borrower or the Servicer includes as an Eligible Receivable as part of the Net Pool Balance but which is not an Eligible Receivable at such time; (ii) any representation, warranty or statement made or deemed made by the Borrower and/or (or any of its Related Parties). The officers) under or in connection with this Agreement, any of the other Transaction Documents, any Information Package, any Interim Report or any other information or report delivered by or on behalf of the Borrower pursuant hereto which shall not be liable have been untrue or incorrect when made or deemed made; (iii) the failure by the Borrower to comply with any Applicable Law with respect to any Indemnitee for Pool Receivable or the related Contract; or the failure of any specialPool Receivable or the related Contract to conform to any such Applicable Law; (iv) the failure to vest in the Administrative Agent a first priority perfected ownership or security interest in all or any portion of the Collateral, indirectin each case free and clear of any Adverse Claim; (v) the failure to have filed, consequential or punitive damages any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable, any other Collateral and Collections in respect thereof, whether at the time of any Loan or at any subsequent time; (as opposed to direct vi) any dispute, claim, offset or actual damages defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), any other claim resulting from or relating to collection activities with respect to such Pool Receivable, or any other claim resulting from the sale of goods or rendering of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (vii) any failure of the Borrower to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (viii) any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable; (ix) the commingling of Collections of Pool Receivables at any time with other funds (including the commingling of Collections of Pool Receivables with other funds); (x) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of any Loan or in respect of any such damages incurred Pool Receivable, any other Collateral or paid any related Contract; (xi) any failure of the Borrower to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (xii) any setoff with respect to any Pool Receivable; (xiii) any failure of the Borrower or any Originator to perform any of their respective duties or obligations under any Contract related to any Pool Receivable; (xiv) any claim brought by an Indemnitee any Person other than a Borrower Indemnified Party arising from any activity by the Borrower or any Affiliate of the Borrower in servicing, administering or collecting any Pool Receivable; (xv) the failure by the Borrower to a third party)) arising out ofpay when due any Taxes, in connection withincluding sales, excise or personal property taxes with respect to the Pool Receivables and any Collateral, or the imposition of any such Taxes on any Borrower Indemnified Party arising by reason of the underlying transactions between an Originator and Obligor (or otherwise in relation to any Pool Receivable), the sale of the Collateral, or the Borrower Indemnified Party’s purchase or holding of a Receivable; (xvi) any failure of any Collection Account Bank to comply with the terms of the applicable Collection Account Agreement or any amounts payable by the Administrative Agent to such Collection Account Bank under such Collection Account Agreement; (xvii) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; (xviii) the use of proceeds of any Loan; (xix) any reduction in Capital as a result of the Transactions asserted distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason; (xx) any civil penalty or fine assessed by an Indemnitee against the Borrower OFAC or any other ObligorGovernmental Authority administering any Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with the defense thereof by, any Borrower Indemnified Party in connection with the Transaction Documents as a result of any action of any Deluxe Party or any of their respective Affiliates; (xxi) the failure of the Administrative Agent to have “control” (as defined in Section 9-104 of the UCC) over any Collection Account; (xxii) the failure or delay of Collections of Pool Receivables mailed to a Mail-Box to be deposited directly into a Lock-Box Account; provided that or (xxiii) the payment of any Permitted Disbursement. (b) If for any reason the foregoing limitation indemnification is unavailable to any Borrower Indemnified Party or insufficient to hold it harmless, then the Borrower shall not be deemed contribute to impair such Borrower Indemnified Party the amount paid or affect payable by such Borrower Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Borrower and its Affiliates on the one hand and such Borrower Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Borrower and its Affiliates and such Borrower Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Borrower under this Section shall be in addition to any liability which the preceding provisions Borrower may otherwise have, shall extend upon the same terms and conditions to each Borrower Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower and the Borrower Indemnified Parties. (c) Any indemnification or contribution under this Section shall survive the termination of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Agreement.

Indemnification by the Borrower. The Borrower shall agrees to indemnify the Administrative Agent, Lender and to hold the Issuing Bank Lender harmless from and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromto defend the Lender by counsel approved by the Lender against, any and all lossesClaims directly or indirectly arising out of or resulting from any transaction, claimsact, damagesomission, liabilities and related expenses event or circumstance in any way connected with the Property or the Loan, including any Claim arising out of or resulting from (other than Taxes a) Construction of the Improvements, including any defective workmanship or Other Taxes which shall only be indemnified materials; (b) any failure by the Borrower to comply with the extent provided in Section 2.15)requirements of any Laws or to comply with any agreement that applies or pertains to the Property, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement with a broker or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented "finder" in connection with such demand do not strictly comply with the terms Loan or other financing of such Letter of Credit) or the Property; (iiic) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating failure by the Borrower to observe and perform any of the foregoing, whether based on contract, tort or any other theory and whether brought by obligations imposed upon the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party theretolandlord under the Leases; provided that such indemnity shall not as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1d) any dispute involving claims against assertion or allegation that the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of Lender is liable for any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other ObligorPerson in connection with the ownership, development, financing, leasing, operation or sale of the Property; provided provided, however, that the foregoing limitation Borrower shall not be deemed obligated to impair indemnify the Lender with respect to any Claim arising solely from the gross negligence or affect the obligations willful misconduct of the Borrower Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by the Lender to enforce the rights and remedies of the Lender hereunder or under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)other Loan Documents.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.152.16), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by or asserted against any Indemnitee arising out of, ; in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; , provided that the foregoing limitation shall not be deemed to impair or affect the obligations Obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)subsection.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any subagent thereof), each Lender and the Issuing Bank and each LenderBank, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)expenses, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor 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 herebyhereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or ), (iii) any directactual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by any Obligor, indirector any Environmental Liability related in any way to any Obligor, or (iv) any actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by an Obligor and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence or wilful misconduct of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower or any other Obligor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) Document, if the Obligor has obtained a final and nonappealable judgment in its favour on such claim between any Indemnitee or Indemniteesas determined by a court of competent jurisdiction, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower nor shall not it be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than available in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out ofmatters specifically addressed in Sections 3.1, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party3.2 and 9(a).

Indemnification by the Borrower. The Borrower shall indemnify (a) Without limiting any other rights that the Administrative Agent, the Issuing Bank Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each LenderBorrower Indemnified Party from and against any and all claims, losses and each Related Party of any liabilities (including Attorney Costs) (all of the foregoing Persons (each such Person being called an collectively referred to as “IndemniteeBorrower Indemnified Amounts”) againstarising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted from the gross negligence or willful misconduct by such Borrower Indemnified Party seeking indemnification, (b) Borrower Indemnified Amounts resulting from any litigation not involving an act or omission of any Oncor Party brought by a Borrower Indemnified Party against another Borrower Indemnified Party (unless such litigation relates to claims against the Administrative Agent, acting in such capacity) and hold each Indemnitee harmless from, any (c) Taxes (other than (x) Taxes enumerated in clause (xv) below and all (y) Taxes that represent losses, claims, damages, liabilities etc. arising from any non-Tax claim). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and related expenses in the order of priority set forth in Section 3.01), to the Borrower Indemnified Party any and all amounts necessary to indemnify the Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a), (b) and (c) above): (i) any Pool Receivable which the Borrower or the Servicer includes as an Eligible Receivable as part of the Borrowing Base but which is not an Eligible Receivable at such time; (ii) any representation, warranty or statement made or deemed made by the Borrower (or any of its respective officers) under or in connection with this Agreement or any of the other than Taxes Transaction Documents (including in any report or Other Taxes which certificate required to be delivered under any Transaction Document) shall only be indemnified have been untrue or incorrect when made or deemed made; (iii) the failure by the Borrower to comply with any Applicable Law with respect to any Pool Receivable or the extent provided in Section 2.15), including related Contract; or the reasonable and documented out-of-pocket fees, charges and disbursements failure of any counsel for Pool Receivable or the related Contract to conform to any Indemnitee such Applicable Law; (iv) the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the Collateral, in each case free and clear of any Adverse Claim; (v) the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable and the other Collateral and Collections in respect thereof, whether at the time of any Credit Extension or at any subsequent time; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the allocated costs payment of internal counselany Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), incurred by or asserted against any Indemnitee other claim resulting from or relating to collection activities with respect to such Pool Receivable or the furnishing or failure to furnish any such services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (vii) the failure of the Administrative Agent to have “control” (as defined in Section 9-104 of the UCC) over any Collection Account; (viii) any failure of the Borrower to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (ix) any products liability, environmental or other claim arising out of, of or in connection with, with any Pool Receivable or as a result other services which are the subject of or related to any Pool Receivable; (ix) the execution commingling of Collections of Pool Receivables at any time with other funds (including the commingling of Collections of Pool Receivables with collections on Excluded Receivables); (xi) any investigation, litigation or delivery of proceeding (actual or threatened) related to this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit Transaction Document or the use of proceeds of any Credit Extensions or in respect of any Pool Receivable or other Collateral or any related Contract; (xii) any failure of the proceeds therefrom Borrower to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (including xiii) any refusal setoff with respect to any Pool Receivable; (xiv) any claim brought by any Person other than the Borrower Indemnified Party arising from any activity by the Issuing Bank Borrower or any Affiliate of the Borrower in servicing, administering or collecting any Pool Receivable; (xv) the failure by the Borrower to honor a demand for payment under a Letter of Credit if the documents presented pay when due any sales, excise, personal property or similar Taxes payable in connection with such demand do the Receivables (not strictly including, for the avoidance of doubt, Excluded Taxes); (xvi) any failure of a Collection Account Bank to comply with the terms of such Letter the applicable Collection Account Control Agreement, the termination by a Collection Account Bank of Creditany Collection Account Control Agreement or any amounts (including in respect of an indemnity) or payable by the Administrative Agent to a Collection Account Bank under any Collection Account Control Agreement; (iiixvii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of action taken by the foregoing, whether based on contract, tort or any other theory and whether brought by Administrative Agent as attorney-in-fact for the Borrower, any Indemnitee Originator or a third party and regardless the Servicer pursuant to this Agreement or any other Transaction Document; (xviii) the failure or delay to provide any Obligor with an invoice or other evidence of whether indebtedness; (xix) any Indemnitee is a party thereto; provided that such indemnity shall not as investigation, litigation or proceeding (actual or threatened) related to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities Collections remitted thereto or related to any Excluded Receivables or collections thereof; (xx) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law, Anti-Money Laundering Law or Sanctions, and all reasonable costs and expenses are determined by (including Attorney Costs) incurred in connection with defense thereof by, any Borrower Indemnified Party in connection with the Transaction Documents as a court result of competent jurisdiction by final and nonappealable judgment any action of any Oncor Party or any of their respective Affiliates; (xxi) any investigation, litigation, dispute or proceeding (actual or threatened) related to have resulted from any Collection Account or any amounts on deposit therein; (xxxii) the willful misconduct or gross negligence use of such Indemnitee, proceeds of any Credit Extension; or (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1xxiii) any dispute involving claims against the Administrative Agent or the Issuing Bank, reduction in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or Capital as a result of the Transactions asserted by an Indemnitee against distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason. (b) [reserved]. (c) If for any reason the foregoing indemnification is unavailable to any Borrower Indemnified Party or insufficient to hold it harmless for any Borrower Indemnified Amount, then the Borrower shall contribute to such Borrower Indemnified Party the amount paid or payable by such Borrower Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Borrower and its Affiliates on the one hand and such Borrower Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Borrower and its Affiliates and such Borrower Indemnified Party with respect to such loss, claim, damage or liability and any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Borrower under this Section shall be in addition to any liability which the preceding provisions Borrower may otherwise have, shall extend upon the same terms and conditions to each Borrower Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower and the Borrower Indemnified Parties. (d) Any indemnification or contribution under this Section shall survive the termination of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Agreement.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Lender and the Issuing Bank and each LenderL/C Issuer, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counselIndemnitee, but specifically excluding Excluded Taxes), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank 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) ), or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by the Borrower and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall , in all cases, whether or not as to any Indemniteecaused by or arising, be available to in whole or in part, out of the extent that such lossescomparative, claims, damages, liabilities contributory or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross sole negligence of such the Indemnitee; provided, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by that the Borrower and/or its Related Parties). The Borrower shall not be liable have no obligation hereunder to any Indemnitee for with respect to indemnified liabilities arising from (A) the gross negligence or willful misconduct of such Indemnitee or (B) legal proceedings commenced against such Indemnitee by any special, indirect, consequential security holder or punitive damages creditor thereof solely in its capacity as such or (as opposed to direct or actual damages (C) legal proceedings commenced against such Indemnitee by any other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower Lender or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Participant.

Indemnification by the Borrower. The Borrower shall indemnify Without limiting any other rights that the Administrative Agent, the Issuing Bank Credit Parties, the other Secured Parties and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under applicable Law, the Borrower hereby agrees to indemnify each LenderBorrower Indemnified Party from and against any and all claims, losses and each Related Party of any liabilities (including Attorney Costs) (all of the foregoing Persons (each such Person being called an collectively referred to as “IndemniteeBorrower Indemnified Amounts”) againstarising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and hold each Indemnitee harmless from, (b) Taxes (other than any and all Taxes that represent losses, claims, damages, liabilities etc. arising from any non-Tax claim). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and related expenses in the order of priority set forth in Section 3.01(a)), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above): (i) any Pool Receivable which the Borrower or the Servicers includes as an Eligible Receivable as part of the Net Receivables Pool Balance but which is not an Eligible Receivable at such time; (ii) any representation, warranty or statement made or deemed made by the Borrower (or any of its respective officers) under or in connection with this Agreement, any of the other than Taxes Transaction Documents, any Pool Report or Other Taxes any other information or report delivered by or on behalf of the Borrower pursuant hereto which shall only be indemnified have been untrue or incorrect when made or deemed made; (iii) the failure by the Borrower to comply with any applicable Law with respect to any Pool Receivable or the extent provided in Section 2.15), including related Contract; or the reasonable and documented out-of-pocket fees, charges and disbursements failure of any counsel for Pool Receivable or the related Contract to conform to any Indemnitee such applicable Law; (iv) the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the Collateral, in each case free and clear of any Adverse Claim; (v) the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Pool Receivable and the other Collateral and Collections in respect thereof, whether at the time of any Credit Extension or at any subsequent time; (vi) any dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the allocated costs payment of internal counselany Pool Receivable (including a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), incurred or any other claim resulting from or relating to collection activities with respect to such Pool Receivable; (vii) any failure of the Borrower to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (viii) any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable; (ix) the misdirection of Collections, the commingling of Collections of Pool Receivables at any time with other funds or any Borrower-Related Party or any Settlement Agent or any Settlement Agent nets or sets off any amount payable by American or asserted any Affiliate of American against any Indemnitee arising out ofCollections a Settlement Agent is required to remit to a Collection Account; (x) any investigation, in connection with, litigation or as a result of proceeding (iactual or threatened) the execution or delivery of related to this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit Transaction Document or the use of proceeds of any Credit Extensions or in respect of any Pool Receivable or other Collateral or any related Contract; (xi) any failure of the proceeds therefrom Borrower to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (including xii) any refusal setoff with respect to any Pool Receivable; (xiii) any claim brought by any Person other than a Borrower Indemnified Party arising from any activity by the Issuing Borrower or any Affiliate of the Borrower in servicing, administering or collecting any Pool Receivable; (xiv) any failure of a Collection Account Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter the applicable Account Control Agreement, the termination by a Collection Account Bank of Creditany Account Control Agreement or any amounts (including in respect of an indemnity) or payable by the Administrative Agent to a Collection Account Bank under any Account Control Agreement; (iiixv) any directdispute, indirect, actual or prospective claim, litigation, investigation offset or proceeding defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including any investigation or inquiry) relating to any of the foregoing, whether a defense based on contractsuch Pool Receivable or the related Contract not being a legal, tort valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other theory and whether brought by claim resulting from the Borrower, sale of goods or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish any Indemnitee such goods or a third party and regardless services or other similar claim or defense not arising from the financial inability of whether any Indemnitee is a party thereto; provided that such indemnity shall not as Obligor to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from pay undisputed indebtedness; (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1xvi) any dispute involving claims against action taken by the Administrative Agent as attorney-in-fact for any Borrower-Related Party pursuant to this Agreement or any other Transaction Document; (xvii) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; (xviii) the maintenance of any Linked Account with respect to any Collection Account or the Issuing Bank, in each case in their respective capacities debiting against any Collection Account of amounts as such, and (2) claims arising out a result of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages “Settlement Item” (as opposed to direct defined in the related Account Control Agreement) that originated in any Linked Account or actual damages (any other account other than in respect a Collection Account; (xix) the use of proceeds of any such damages incurred or paid by an Indemnitee to a third party)Credit Extension; (xx) arising out of, any reduction in connection with, or Principal as a result of the Transactions asserted distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason; (xxi) any failure by an Indemnitee against the Borrower to pay any premium or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower amount when due under the preceding provisions terms of this subsection any Credit Insurance Policy, to keep any Credit Insurance Policy in force or to make or perfect any claim for reimbursement under any Credit Insurance Policy; in each case, to the extent required pursuant to Section 8.07; or (including reimbursement of such amounts required to be xxii) any insurance premium payments paid by an Indemnity to a third party)the Administrative Agent on any Credit Insurance Policy in accordance with this Agreement.

Indemnification by the Borrower. The In consideration of the execution and delivery of this Agreement by the Agent and the Lender and the agreement to extend the Commitments provided hereunder, the Borrower shall indemnify hereby agrees to indemnify, exonerate and hold the Administrative Agent, the Issuing Bank Lender and each Lender, and each Related Party of any of the foregoing Persons officers, directors, employees, Affiliates, controlling persons, advisors and agents of the Agent and the Lender (each such Person being called an each, a “IndemniteeLender Party”) against, free and hold each Indemnitee harmless from, from and against any and all actions, causes of action, suits, losses, claimsliabilities (including, without limitation, strict liabilities), obligations, damages, liabilities penalties, judgments, fines, disbursements, expenses and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)costs, including Legal Costs (collectively, the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel“Indemnified Liabilities”), incurred by the Lender Parties or asserted against the Lender Party by any Indemnitee Person (including in connection with any action, suit or proceeding brought by any Loan Party or any Lender Party) as a result of, or arising out of, in connection withor relating to the execution, delivery, performance, administration or as a result of (i) the execution or delivery enforcement of this Agreement or any agreement or instrument contemplated herebyother Loan Document, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoingLoans, whether based on contractor the violation of, tort noncompliance with or any other theory and whether brought by the Borrowerliability under, any Indemnitee or a third party and regardless Environmental Law applicable to the operations of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any IndemniteeLoan Party, be available except to the extent that any such lossesIndemnified Liabilities result from the applicable Lender Party’s own gross negligence or willful misconduct, claims, damages, liabilities or related expenses are in each case as determined by a court of competent jurisdiction by final in a final, non-appealable determination. If and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided extent that the foregoing limitation shall not undertaking may be deemed unenforceable for any reason, the Borrower hereby agrees to impair or affect make the obligations maximum contribution to the payment and satisfaction of each of the Borrower Indemnified Liabilities which is permissible under Applicable Law. All Obligations provided for in this Section 10.4 shall survive repayment of the preceding provisions Loan, 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 subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Agreement.

Indemnification by the Borrower. (a) If, in connection with the matters that are the subject of this Agreement, the Lender becomes involved in any capacity in, or incurs any cost, damage, expense or liability in connection with, any action or legal proceeding, actual or threatened, involving claims by any third party, or to enforce any of the Lender's rights under this Agreement or to collect any amount under this Agreement, the Borrower shall reimburse the Lender, its Affiliates and their respective directors, officers, employees, agents and controlling persons (each, an "Indemnified Party") promptly upon request for all expenses (including the reasonable fees and disbursements of legal counsel, the allocated reasonable costs of in-house counsel acting as litigators, and the reasonable cost of investigation and preparation) in connection with or related to such action or legal proceedings as they are incurred. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee Indemnified Party harmless from, any and against all losses, claims, damages, damages or liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel)kind, incurred by joint or asserted against any Indemnitee arising out ofseveral, to which such Indemnified Party may become subject in connection with, or as a result of (i) the execution relating to, or delivery of arising out of, this Agreement or the Note, or any agreement or instrument transactions contemplated hereby; provided, however, that the performance by Borrower shall not be liable under the parties hereto foregoing indemnity agreement in respect of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)loss, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation damage or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, be available liability to the extent that such losses, claims, damages, liabilities or related expenses are a court having jurisdiction shall have determined by a court of competent jurisdiction by final judgment (not subject to further appeal) that such loss, claim, damage or liability resulted primarily and nonappealable judgment to have resulted directly from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties)Indemnified Party. The Borrower also shall not reimburse the Lender for all the Lender's costs and expenses incurred in connection with the enforcement or the preservation of the Lender's rights under this Agreement and the Note, including, without limitation, the reasonable fees and disbursements of its counsel and additional due diligence expenses incurred after the occurrence of an Event of Default or in connection with any action, claim or proceeding described in this subsection for which the Lender is entitled to indemnification. (b) The agreements of the Borrower in this Article VI shall be liable in addition to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against liabilities that the Borrower may otherwise have and shall apply whether or not the Lender or any other Obligor; provided that the foregoing limitation shall not be deemed Indemnified Party is a formal party to impair any lawsuit, claim or affect the obligations other proceeding. Solely for purposes of enforcing such agreements, the Borrower under hereby consents to personal jurisdiction, service and venue in any court in which any claim or proceeding which relates to the preceding provisions services or matters that are the subject of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Agreement is brought against the Lender or other Indemnified Party.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank Lender and each Lender, and each Related Party of any of the foregoing Persons Lender’s Related Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counselIndemnitee), incurred by any Indemnitee in respect of or arising out of or in connection with claims, damages, or liabilities asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated herebyother Loan Document, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)or thereby, (ii) any Loan or Letter of Credit the use or the proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) therefrom, or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by a third party or by the Borrower, any Indemnitee or a third party and regardless of whether any to which such Indemnitee is a party theretoparty; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower against such Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or IndemniteesDocument, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by if the Borrower and/or has obtained a judgment in its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (favor on such claim as opposed to direct or actual damages (other than in respect determined by a court of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)competent jurisdiction.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)expenses, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses (1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y2) result from a material claim brought against such Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder under this Agreement or under any the other Loan Document Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (z3) result from a claim arising as a result of a dispute between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand Indemnitees (other than (1x) any dispute involving claims against the Administrative Agent or the an Issuing Bank, in each case in their respective capacities as such, and (2y) claims arising out of any act or omission by the Borrower and/or or its Related PartiesAffiliates); provided that the Borrower’s obligation to reimburse or cause to be reimbursed legal fees of any Indemnitee shall be limited to the reasonable, documented and out-of-pocket fees, costs and expenses of one primary outside counsel for the Administrative Agent and the Collateral Agent and one primary outside counsel for all Indemnitees and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnitees and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction to the affected Indemnitees. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations Obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)subsection.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel or in-house counsel for any Indemnitee (other than the allocated costs of internal counsel), Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party arising out of, in connection with, or as a result of (i) the execution or delivery by the Borrower or any Guarantor of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, hereby or thereby or the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider)thereunder, (ii) any Loan actual or Letter alleged presence or release of Credit Hazardous Materials on or the use of the proceeds therefrom (including from any refusal property owned or operated by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) Corporation or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoingits Subsidiaries, whether based on contract, tort or any other theory and whether brought by Environmental Claims related in any way to the BorrowerCorporation or any of its Subsidiaries, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted result from (xA) the gross negligence or willful misconduct of such Indemnitee or gross negligence (B) any claim asserted by one or more shareholders, directors, officers or employees of such Indemnitee, (y) . Any Indemnitee seeking indemnification from the Borrower pursuant to this Paragraph agrees to give to the Borrower notice promptly after receiving written notice that a material breach in bad faith claim giving rise to such indemnification obligations of the Borrower has been made against such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between , but the failure of any Indemnitee or Indemnitees, on to give such notice shall reduce the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the indemnification obligations of the Borrower under this Agreement only to the preceding provisions of this subsection (including reimbursement extent that such failure materially increases the amount of such amounts required indemnification obligation. Notwithstanding the foregoing, the Borrower shall not, in connection with any single proceeding or series of related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm or internal legal department to be paid selected by the Administrative Agent; provided that if an Indemnity Indemnitee shall have reasonably concluded that (i) there may be legal defenses available to a third party)it which are additional to or different from those available to other Indemnitees and may conflict therewith or (ii) the representation of such Indemnitee and the other Indemnitees by the same counsel would otherwise be inappropriate under applicable principles of professional responsibility, such Indemnitee shall have the right to select and retain separate counsel to represent such Indemnitee in connection with such proceedings at the expense of the Borrower.

Indemnification by the Borrower. The Except with respect to the costs and expenses which are covered by Section 10.04 and Taxes and Other Taxes, which are covered by Section 3.01, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, losses, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15)including without limitation, including the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), ) that may be incurred by or asserted or awarded against any such Indemnitee in each case arising out ofof or in connection with or by reason of (including, without limitation, in connection withwith any investigation, litigation or as proceeding or preparation of a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (iidefense in connection therewith) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal matters contemplated by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any directthis Agreement, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses are determined expense is found by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder gross negligence or under willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors or an Indemnitee, whether or not an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement that has been accurately reproduced and posted thereon, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act its activities in connection herewith or omission by therewith (whether before or after the Borrower and/or its Related PartiesOriginal Closing Date). The Borrower shall not be liable required to any Indemnitee reimburse the Attorney Costs of more than one outside counsel (in addition to up to one local counsel in each applicable local jurisdiction) for any specialall Indemnitees under this Section 10.05 unless on advice of outside counsel, indirectrepresentation of all such Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest. All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, consequential or punitive damages (as opposed to direct or actual damages (other than in respect the replacement of any such damages incurred or paid by an Indemnitee to a third party)) arising out ofLender, in connection with, or as a result the termination of the Transactions asserted by an Indemnitee against Aggregate Commitment and the Borrower repayment, satisfaction or any discharge of all the other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)Obligations.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Issuing Bank and each Lender, and each Related Party of any of the foregoing 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 (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee (other than the allocated costs from all reasonable fees and time charges and disbursements for attorneys who may be employees of internal counsel)any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties such Indemnitee hereto of their respective its obligations hereunder or thereunder, the consummation of the Transactions or any other transactions contemplated hereby or thereby, or, in the case of the Agent (including and any arrangement entered into with an Independent Valuation Provider)sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents or (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective threatened claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by a third party or by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (y) result from a material claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s 's obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or IndemniteesDocument, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by if the Borrower and/or has obtained a final judgment in its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (favor on such claim as opposed to direct or actual damages (other than in respect determined by a court of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)competent jurisdiction.

Indemnification by the Borrower. The Borrower and its Subsidiaries shall indemnify the Administrative Agent, the Issuing Bank Lender and each Lender, and each any Related Party of any of the foregoing Persons Lender (each such Person being called an “IndemniteeIndemnified Person”) against, and hold each Indemnitee Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee Indemnified Person) (other than the allocated costs of internal counsel), collectively “Losses”) incurred by any Indemnified Person or asserted against any Indemnitee Indemnified Person by any Person (including the Borrower or any other Credit Party but other than such Indemnified Person and its Related Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby (including any arrangement entered into actions taken by an Indemnified Person under any Credit Document or with an Independent Valuation Providerrespect to the Collateral), (ii) any Loan or Letter of Credit the use or the proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) therefrom, or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether brought by the Borrower, any Indemnitee or a third party or by the Borrower or any other Credit Party, and regardless of whether any Indemnitee Indemnified Person is a party thereto; provided that such indemnity shall not not, as to any IndemniteeIndemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnified Person or (y) result from a material claim brought by the Borrower or any other Credit Party against an Indemnified Person for breach in bad faith of such IndemniteeIndemnified Person’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or IndemniteesCredit Document, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties). The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against if the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)competent jurisdiction.

Indemnification by the Borrower. The Borrower shall agrees to indemnify the Administrative and hold harmless each Agent, the each Issuing Bank Lender and each LenderLender and their affiliates and their respective directors, officers, employees, administrative agents and each Related Party of any of the foregoing Persons controlling persons (each such Person being called each, an “IndemniteeIndemnified Party”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damagesdamages and liabilities, liabilities joint or several, to which such Indemnified Party may become subject under any Applicable Law and related to or arising out of or in connection with the Transaction Documents or the transaction contemplated thereby and will reimburse any Indemnified Party for all expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges counsel fees and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), expenses) as they are incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or proceeding (including any investigation or inquiry) relating to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee or a third 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 related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand (other than (1) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower and/or its Related Parties)therewith. The Borrower shall not be liable under the foregoing indemnification provision to an Indemnified Party to the extent that (i) any loss, claim, damage, liability or expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence or willful misconduct, (ii) the Borrower’s obligation to reimburse any such Indemnified Person is otherwise limited by the terms of the Financing Documents or (iii) successful claims are brought by any Loan Party or the Parent against any Lender or Agent arising from a Lender or Agent breach of its obligations under the Financing Documents. The Borrower agrees that (A) it waives any claim it may have against any Indemnified Party for breach of fiduciary duty arising under the Transaction Documents or alleged breach of fiduciary duty arising under the Transaction Documents and (B) no Indemnified Party shall have any liability (whether direct or indirect) to the Borrower in respect of a fiduciary duty claim arising under the Transaction Documents or to any Indemnitee person asserting a fiduciary duty claim on behalf of the Borrower or any equity holders, employees or creditors, in each case, arising under the Transaction Documents. To the extent permitted by applicable law, no party shall assert, and each party hereby waives, any claim against the other party (including any Indemnified Party), on any theory of liability, for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Letter of Credit or the use of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection (including reimbursement of such amounts required to be paid by an Indemnity to a third party)proceeds thereof.