Common use of Indemnification by the Borrowers Clause in Contracts

Indemnification by the Borrowers. The Borrowers shall indemnify each Agent (and any sub-agent thereof), each Lender 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 costs and expenses (including the fees, charges and disbursements of not more than one counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interest)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower or any other Credit Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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), (iii) any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower or any other Credit 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 costs and expenses are determined by a court of competent jurisdiction to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or any of its Affiliates or the directors, officers, employees or advisors of any of them.

Indemnification by the Borrowers. The Borrowers and each Guarantor shall indemnify each the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Issuing BankL/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 (including any Environmental Liability) and related costs reasonable and documented out-of- pocket fees and expenses (including the reasonable documented out-of-pocket fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee (whether or not such investigation, litigation, claim or proceeding is brought by any third Borrower, the Company’s equity holders, affiliates or creditors or an Indemnitee and whether or not any such Indemnitee is otherwise a party thereto) or by such Borrower the Borrowers or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub- agent thereof) and its Related Parties only, the administration and enforcement of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), Credit and (iii) any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such a Borrower or any other Credit Loan Party, and regardless of whether any Indemnitee is a party theretothereto (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, 143 liabilities or related costs and expenses are found in a final, non-appealable judgment by a court of competent jurisdiction to (x) have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee (or any of such Indemnitee’s controlled affiliates or any of its or their respective officers, directors, employees, agents, controlling persons or members of any of the foregoing), (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) have arisen out of or in connection with any claim, litigation, loss or proceeding not involving an act or omission of the Borrowers or any of their respective Related Parties and that is brought by an Indemnitee against another Indemnitee (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement or any claims arising out of any act or omission of the Borrowers or any of its Affiliates). The Borrowers also agree that no Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Borrower for or in connection with this Agreement or the other Loan Documents, any transactions contemplated hereby or thereby or such Indemnitees’ role or services in connection herewith or therewith, except to the extent that any liability for losses, claims, demands, damages, liabilities or expenses incurred by any Borrower (i) resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or (ii) resulted from a material breach by such Indemnitee (or any of such Indemnitee’s controlled affiliates or any of its or their respective officers, directors, employees, agents, controlling persons or members of any of the foregoing) of the terms of this Agreement or the other Loan Documents (in the case of clauses (i) and (ii), as determined by a court of competent jurisdiction in a final, non-appealable judgment). This Section 11.04(b) shall not apply with respect to have Second Amended Taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Each Borrower acknowledges that information and Restated Credit Agreement other materials relative to the Facility and the transactions contemplated hereby may be transmitted through the Approved Electronic Platform. No Indemnitee will be liable to any Borrower or any of its affiliates or any of their respective security holders or creditors for any damages arising from the use by unauthorized persons of information or other materials sent through the Approved Electronic Platform that are intercepted by such persons, except to the extent such damages (i) resulted from the bad faith, gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (ii) resulted from a material breach by such Indemnitee (or any of such Indemnitee’s controlled affiliates or any of its Affiliates or the their respective officers, directors, officersemployees, employees agents, controlling persons or advisors members of any of themthe foregoing) of the terms of this Agreement or the other Loan Documents (in the case of clauses (i) and (ii), as determined by a court of competent jurisdiction in a final, non- appealable judgment).

Indemnification by the Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender 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 costs and expenses (including the fees, charges and disbursements of not more than one counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interest)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower or any other Credit Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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), (iii) any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower or any other Credit 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 costs and expenses are determined by a court of competent jurisdiction to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or any of its Affiliates or the directors, officers, employees or advisors of any of them.

Indemnification by the Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing BankLender, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of interest)) any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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), (iii) breach of representations, warranties or covenants of any Environmental Liability related in any way to Borrower under the Borrowers or any of their SubsidiariesLoan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws, whether based on contract, tort or any other theory, whether brought by a third party or by such a Borrower or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence negligence, bad faith or willful misconduct ofof such Indemnitee, (y) result from a claim brought by any Borrower or the any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document byDocument, if a Borrower or such Indemnitee Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from any dispute solely among such Indemnitees that do not involve any act or omission by any Borrower or any of its Affiliates Subsidiaries and which are not claims against PNC or its Affiliates, solely in its capacity as Administrative Agent. To the directorsextent an Indemnitee is legally permitted to do so, officers, employees or advisors such Indemnitee shall provide the Borrowers with prompt notice of any of themsuch claim, investigation, litigation or proceeding. This Section 10.3.2 [Indemnification by the Borrowers] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify each Agent (and any sub-agent thereof), each the Lender and each Issuing Bankits Affiliates and their respective officers, directors, agents and each Related Party of any of the foregoing Persons employees (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related costs and expenses (including the reasonable fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Party any Obligor Subsidiary arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including, without limitation, the Lender’s agreement to make Loans or the use or intended use of the proceeds thereof), (ii) any Loan actual or Letter alleged presence or release of Credit Hazardous Materials on or the use from any property owned or proposed use operated by a Borrower or any of the proceeds therefrom (including any refusal by 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)its Subsidiaries, (iii) or any Environmental Liability related in any way to the Borrowers a Borrower or any of their its Subsidiaries, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such a Borrower or any other Credit Partya Subsidiary, 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, penalties, liabilities or related costs and expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (B) result from a claim brought by a Borrower against an Indemnitee for breach in bad faith or a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if a Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (C) arose from any event occurring after the Lender or its Affiliates designee have taken to the applicable Property by foreclosure or deed in lieu thereof. Notwithstanding the directorsforegoing, officers, employees or advisors each Indemnitee shall be obligated to refund and return any and all amounts paid by the Borrowers under this paragraph to such Indemnitee to the extent such Indemnitee is not entitled to payment of any of themsuch amounts in accordance with the terms hereof.

Indemnification by the Borrowers. The Borrowers shall indemnify each Agent Lender (and any sub-agent thereof), each Lender 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower Person (including the Borrowers or any other Credit Party any Obligor Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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), (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property owned or operated by the Borrowers or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrowers or any of their its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower the Borrowers or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its Affiliates or favor on such claim as determined by a court of competent jurisdiction; and provided, further that each Non-U.S. Borrower indemnifies each Indemnitee in connection with items (i) through (iv) solely with respect to the directorsNon-U.S. Borrowers and their respective Subsidiaries. This Section 10.5(b) shall not apply with respect to Taxes other than any Taxes that represent losses, officersclaims, employees or advisors of damages, etc. arising from any of themnon-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify each indemnify, and hold the Administrative Agent (and any sub-agent thereof), each Lender Lender, Issuing Lender, Agent, Joint Book Runner and each Issuing BankJoint Lead Arranger and their respective Related Parties (each, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, harmless from and hold each Indemnitee harmless from, against any and all lossesother liabilities, obligations, claims, losses, damages, liabilities and related costs and penalties, actions, judgments, suits, costs, expenses (including the fees, charges and or disbursements of not more than one counsel per jurisdiction (unless multiple counsels are necessary any kind or nature whatsoever with respect to avoid conflicts of interest)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower or any other Credit Party any Obligor arising out ofthe execution, in connection withdelivery, or as a result of any actionenforcement, claim, judgment or suite arising out of or in connection with (i) the execution or delivery performance and administration of this Agreement, any Letter of Credit, any other Loan Document and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter Properties and the reasonable fees and expenses of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented legal counsel in connection with such demand do not strictly comply with the terms of such Letter of Credit)claims, (iii) actions or proceedings by any Environmental Liability related in Indemnitee against any way to the Borrowers Loan Party under any Loan Document or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower the Borrowers or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; thereto (all the foregoing, collectively, the “Indemnified Liabilities”), provided that such indemnity the Borrowers shall not, as have no obligation hereunder to any Indemnitee, be available Indemnitee with respect to Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related costs Indemnified Liabilities are found by a final and expenses are determined by nonappealable decision of a court of competent jurisdiction to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct ofof such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee to the extent of the Indemnitee’s liability as an owner (and not as an operator or arranger under Environmental Laws). No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the breach of any other Loan Document by, such Indemnitee or any of its Affiliates Documents or the directorstransactions contemplated hereby or thereby; provided, officers, employees that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to such damages to the extent such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or advisors willful misconduct of any of them.such

Indemnification by the Borrowers. The Borrowers shall indemnify each Agent (and any sub-agent thereof), each Lender and each Issuing Bank, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release 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 Borrowers SEI or any of their its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such a Borrower or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by a 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, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its Affiliates or the directors, officers, employees or advisors favor on such claim as determined by a court of any of themcompetent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall Each Borrower, jointly and severally, agrees to indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnified Party”) against, and hold each Indemnitee Indemnified Party harmless from, any and all losses, claims, damagesdamages (including any special, indirect, consequential or punitive damages claimed or asserted (x) in breach of Section 8.04(d), or (y) by a Person not a party to this Agreement), liabilities and related costs and expenses (including the reasonable and documented fees, charges and disbursements of not more than one firm of counsel per for all Indemnified Parties, and, if necessary, one firm of local counsel in each appropriate jurisdiction (unless multiple counsels are necessary to avoid conflicts and in the case of interestan actual or perceived conflict of interest where the Indemnified Party affected by such conflict informs you and retains its own counsel, of another firm of counsel for such 98 affected Indemnified Party)) , incurred by any Indemnitee Indemnified Party or asserted against any Indemnitee Indemnified Party by any third party or by Person other than such Borrower or any other Credit Indemnified Party any Obligor arising and its Related Parties which arise out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by any Borrower or any Subsidiary of a Borrower, any Environmental Liability related Action, or any liability relating to any Environmental Law, Environmental Permit or Hazardous Material that relates in any way to the Borrowers any Borrower or any Subsidiary of their Subsidiariesa Borrower, or (iv) any actual or prospective claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower or any other Credit PartyBorrower, and regardless of whether any Indemnitee Indemnified Party is a party thereto; provided that such indemnity shall not, as to any IndemniteeIndemnified Party, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction in a final, nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of such Indemnified Party, or from a breach in bad faith of such Indemnified Person’s obligations under any Loan Document, or (y) arising out of, or the breach of in connection with, any Loan Document by, such Indemnitee proceeding that does not involve an act or omission by any Borrower or any of their respective Affiliates and that is brought by an Indemnified Party against another Indemnified Party (other than claims, litigation, investigations or proceedings brought against CoBank in its Affiliates capacity as Administrative Agent, Swing Line Lender or Issuing Bank or against any of the directorsfinancial institutions listed in the recitals to this Agreement in their respective capacities as bookrunners, officerssyndication agents, employees arrangers, documentation agents or advisors any other similar roles or capacities in respect of the Facility). The Borrowers shall not be liable for any settlement of any Proceeding effected without Rayonier’s consent (which consent shall not be unreasonably withheld or delayed), but if such Proceeding is settled with Rayonier’s written consent, or if there is a judgment against an Indemnified Party in any such Proceeding, then the Borrowers shall, jointly and severally, indemnify and hold harmless each Indemnified Party in the manner set forth above. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Party shall have requested, in accordance with the foregoing, that the Borrowers reimburse such Indemnified Party for legal or other expenses in connection with investigating, responding to or defending any Proceeding for which reimbursement is required pursuant to the terms of themthis provision, the Borrowers shall be liable for any settlement of any Proceeding effected without their written consent if (x) such settlement is entered into more than 30 days after receipt by Rayonier of such request for reimbursement, and (x) the Borrowers shall not have reimbursed such Indemnified Party in accordance with such request for legal or other expenses required to be reimbursed pursuant to the terms of this provision prior to the date of such settlement.

Indemnification by the Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing BankLender, 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 costs and expenses (including the reasonable fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interest)) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Party any Obligor Subsidiary thereof arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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), (iii) any actual or alleged presence or 105 Release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, or any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such any Borrower or any other Credit PartyGuarantor, 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 costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by any Borrower or any Guarantor against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if such Borrower or such Guarantor has obtained a final and nonappealable judgment in its Affiliates or the directors, officers, employees or advisors favor on such claim as determined by a court of any of themcompetent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing BankLender, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interest)for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any aspect of the Acquisition, including the performance or nonperformance by the parties hereto of their respective obligations related to the Acquisition, (iii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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), (iiiiv) any Environmental Liability related in any way to breach of representations, warranties or covenants of the Borrowers or any of their Subsidiariesunder the Loan Documents, or (ivv) any actual or prospective claim, litigation, investigation or proceeding 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, whether brought by a third party or by such any Borrower or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct ofof such Indemnitee. This Section 12.3.2 [Indemnification by the Borrower] shall not apply with respect to Taxes other than any Taxes that represent losses, or the breach of claims, damages, etc. arising from any Loan Document by, such Indemnitee or any of its Affiliates or the directors, officers, employees or advisors of any of themnon-Tax claim.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing Bank, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interest)for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Party any Obligor Subsidiary arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any liability under Environmental Liability Laws related in any way to the Borrowers any Borrower or any of their its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such any Borrower or any other Credit Partyof its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, INCLUDING ANY OF THE FOREGOING ARISING FROM NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF ANY INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the bad faith, gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or any material breach of its Affiliates or the directors, officers, employees or advisors obligations of any of themsuch Indemnitee under the Loan Documents.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing BankLender, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability Claim related in any way to the Borrowers any Borrower or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower or any other Credit Partya Borrower, and regardless of whether any Indemnitee is a party thereto; thereto (each and all of the foregoing, the “Indemnified Liabilities”), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by any 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, if such Borrower or such Credit Party has obtained a final and non-appealable judgment in its Affiliates or the directors, officers, employees or advisors favor on such claim as determined by a court of any of themcompetent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall shall, on a joint and several basis, indemnify each the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each the Issuing BankLender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromfrom (and shall reimburse each Indemnitee as the same are incurred), any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of interest)) any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower the Borrowers or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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), (iii) any Environmental Liability related in any way to breach of representations, warranties or covenants of the Borrowers or any of their Subsidiariesunder the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding 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, whether brought by a third party or by such Borrower the Borrowers or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its Affiliates or favor on such claim as determined by a court of competent jurisdiction. This Section 11.4.2 [Indemnification by the directorsBorrowers] shall not apply with respect to Taxes other than any Taxes that represent losses, officersclaims, employees or advisors of damages, etc. arising from any of themnon-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing BankLender, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or DMFIRM #404836892 v17 115 proposed use of the proceeds therefrom (including any refusal by any an 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), (iii) breach of representations, warranties or covenants of any Environmental Liability related in any way to the Borrowers Borrower or any of their Subsidiariesother Loan Party under the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding 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, whether brought by a third party or by such any Borrower or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by any 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, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its Affiliates or favor on such claim as determined by a court of competent jurisdiction. This Section 11.3.2 [Indemnification by the directorsBorrowers] shall not apply with respect to Taxes other than any Taxes that represent losses, officersclaims, employees or advisors of damages, etc. arising from any of themnon-Tax claim.

Indemnification by the Borrowers. The Borrowers Borrower shall indemnify each Agent (and any sub-agent thereof), each Lender and each Issuing Bank, and each Related Party of any of the foregoing Persons their respective officers, employees, agents, sub-agents and attorneys (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower or any other Credit Party any Obligor Subsidiary Guarantor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Agent (and any sub-agent thereof) and its Indemnitees only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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), (iii) any Environmental Liability related in violation of any way to the Borrowers Requirement of Law by Borrower or any of their SubsidiariesSubsidiary Guarantor, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such (including any creditor of Borrower or any other Credit PartySubsidiary Guarantor) or by Borrower or any Subsidiary Guarantor or any of Borrower’s or any Subsidiary Guarantor’s directors, shareholders or creditors, 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 costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by Borrower or any Subsidiary Guarantor against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if such Borrower or such Subsidiary Guarantor has obtained a final and nonappealable judgment in its Affiliates or the directors, officers, employees or advisors favor on such claim as determined by a court of any of themcompetent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall shall, jointly and severally, indemnify each Agent (and any sub-agent thereof), each Lender and each Issuing Bank, and each Related Party of any of the foregoing Persons Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses (including the reasonable fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Person (including any Borrower or any other Credit Party any Obligor Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, (ii) any Loan actual or Letter alleged presence or release of Credit Hazardous Materials on or the use from any property owned or proposed use of the proceeds therefrom (including any refusal operated by any Issuing Bank to honor a demand for payment under a Letter Borrower or any of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)its Subsidiaries, (iii) or any Environmental Liability related in any way to the Borrowers any Borrower or any of their its Subsidiaries, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such any Borrower or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by any 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, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its Affiliates or favor on such claim as determined by a court of competent jurisdiction. Without limiting the directorsprovisions of Section 3.01(c), officersthis Section 10.4(b) shall not apply with respect to Taxes other than any Taxes that represent losses, employees or advisors of claims, damages, etc. arising from any of themnon-Tax claim.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing BankLender, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability Claim related in any way to the Borrowers any Borrower or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower or any other Credit Partya Borrower, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by any 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, if such Borrower or such Credit Party has obtained a final and non-appealable judgment in its Affiliates or the directors, officers, employees or advisors favor on such claim as determined by a court of any of themcompetent jurisdiction.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing BankLender, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability Claim related in any way to the Borrowers any Borrower or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower or any other Credit Partya Borrower, and regardless of whether any Indemnitee is a party thereto; thereto (each and all of the foregoing, the “Indemnified Liabilities”), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by any 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, if such Borrower or such Credit Party has obtained a final and non-appealable judgment in its Affiliates or the directors, officers, employees or advisors favor on such claim as determined by a court of any of them.competent jurisdiction. 126

Indemnification by the Borrowers. The Borrowers shall Each Borrower, jointly and severally, agrees to indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnified Party”) against, and hold each Indemnitee Indemnified Party harmless from, any and all losses, claims, damagesdamages (including any special, indirect, consequential or punitive damages claimed or asserted (x) in breach of Section 8.04(d), or (y) by a Person not a party to this Agreement), liabilities and related costs and expenses (including the reasonable and documented fees, charges and disbursements of not more than one firm of counsel per for all Indemnified Parties, and, if necessary, one firm of local counsel in each appropriate jurisdiction (unless multiple counsels are necessary to avoid conflicts and in the case of interestan actual or perceived conflict of interest where the Indemnified Party affected by such conflict informs you and retains its own counsel, of another firm of counsel for such affected Indemnified Party)) , incurred by any Indemnitee Indemnified Party or asserted against any Indemnitee Indemnified Party by any third party or by Person other than such Borrower or any other Credit Indemnified Party any Obligor arising and its Related Parties which arise out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder CHAR2\1701593v10 or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by any Borrower or any Subsidiary of a Borrower, any Environmental Liability related Action, or any liability relating to any Environmental Law, Environmental Permit or Hazardous Material that relates in any way to the Borrowers any Borrower or any Subsidiary of their Subsidiariesa Borrower, or (iv) any actual or prospective claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower or any other Credit PartyBorrower, and regardless of whether any Indemnitee Indemnified Party is a party thereto; provided that such indemnity shall not, as to any IndemniteeIndemnified Party, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction in a final, nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of such Indemnified Party, or from a breach in bad faith of such Indemnified Person’s obligations under any Loan Document, or (y) arising out of, or the breach of in connection with, any Loan Document by, such Indemnitee proceeding that does not involve an act or omission by any Borrower or any of their respective Affiliates and that is brought by an Indemnified Party against another Indemnified Party (other than claims, litigation, investigations or proceedings brought against CoBank in its Affiliates capacity as Administrative Agent, Swing Line Lender or Issuing Bank or against any of the directorsfinancial institutions listed in the recitals to this Agreement in their respective capacities as bookrunners, officerssyndication agents, employees arrangers, documentation agents or advisors any other similar roles or capacities in respect of the Facility). The Borrowers shall not be liable for any settlement of any Proceeding effected without Rayonier’s consent (which consent shall not be unreasonably withheld or delayed), but if such Proceeding is settled with Rayonier’s written consent, or if there is a judgment against an Indemnified Party in any such Proceeding, then the Borrowers shall, jointly and severally, indemnify and hold harmless each Indemnified Party in the manner set forth above. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Party shall have requested, in accordance with the foregoing, that the Borrowers reimburse such Indemnified Party for legal or other expenses in connection with investigating, responding to or defending any Proceeding for which reimbursement is required pursuant to the terms of themthis provision, the Borrowers shall be liable for any settlement of any Proceeding effected without their written consent if (x) such settlement is entered into more than 30 days after receipt by Rayonier of such request for reimbursement, and (x) the Borrowers shall not have reimbursed such Indemnified Party in accordance with such request for legal or other expenses required to be reimbursed pursuant to the terms of this provision prior to the date of such settlement.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing BankLender, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower or any other Credit Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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), (iii) breach of representations, warranties or covenants of the any Environmental Liability related in any way to Borrower under the Borrowers or any of their SubsidiariesLoan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding 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, whether brought by a third party or by such Borrower or any other Credit PartyBorrower, 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 costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Xxxxxxxx has obtained a final and nonappealable judgment in its Affiliates or the directors, officers, employees or advisors favor on such claim as determined by a court of any of them.competent jurisdiction. 10.3.3

Indemnification by the Borrowers. The Borrowers Loan Parties shall indemnify each the Administrative Agent (and any sub-agent thereof), the Canadian Agent (and any sub-agent thereof), each Lender Bank 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 costs and expenses (including the reasonable fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees, charges and disbursements for attorneys who may be employees of interest)) any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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), (iii) any Environmental Liability related in any way to breach of representations, warranties or covenants of the Borrowers or any of their SubsidiariesLoan Parties under the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding 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, whether brought by a third party or by such any Borrower or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (w) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct ofof such Indemnitee, (x) result from a claim brought by any 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, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) if the Borrowers were not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that each Loan Party shall remain liable to the extent such failure to give notice does not result in a loss to such Loan Party), or (z) if the breach same results from a compromise or settlement agreement entered into without the consent of any Loan Document bythe Borrowers, such Indemnitee or any of its Affiliates or the directors, officers, employees or advisors of any of themwhich shall not be unreasonably withheld.

Indemnification by the Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing BankLender, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any an 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), (iii) breach of representations, warranties or covenants of any Environmental Liability related in any way to the Borrowers Borrower or any of their Subsidiariesother Loan Party under the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining DMEAST #35945034 v12 94 to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by such any Borrower or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by any 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, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its Affiliates or favor on such claim as determined by a court of competent jurisdiction. This Section 11.3.2 [Indemnification by the directorsBorrowers] shall not apply with respect to Taxes other than any Taxes that represent losses, officersclaims, employees or advisors of damages, etc. arising from any of themnon-Tax claim.

Indemnification by the Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender 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 (including any Environmental Liability) and related costs reasonable and documented out-of-pocket fees and expenses (including the reasonable documented out-of-pocket fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee (whether or not such investigation, litigation, claim or proceeding is brought by any third Borrower, any Borrower’s equity holders, affiliates or creditors or an Indemnitee and whether or not any such Indemnitee is otherwise a party thereto) or by such any Borrower or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration and enforcement of this Agreement and the other Loan Documents, and (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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), (iii) any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such any Borrower or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are found in a final, non-appealable judgment by a court of competent jurisdiction to (x) have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee (or any of such Indemnitee’s controlled affiliates or any of its or their respective officers, directors, employees, agents, controlling persons or members of any of the foregoing), as determined by a final, non-appealable judgment of a court of competent jurisdiction, (y) [reserved] or (z) have arisen out of or in connection with any claim, litigation, loss or proceeding not involving an act or omission of any Borrower or any of its Related Parties and that is brought by an Indemnitee against another Indemnitee (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement or any claims arising out of any act or omission of any Borrower or any of its Affiliates). Each Borrower also agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Borrower for or in connection with this Agreement or the other Loan Documents, any transactions contemplated hereby or thereby or such Indemnitees’ role or services in connection herewith or therewith, except to the extent that any liability for losses, claims, demands, damages, liabilities or expenses incurred by any Borrower (i) resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or (ii) resulted from a material breach by such Indemnitee (or any of such Indemnitee’s controlled affiliates or any of its or their respective officers, directors, employees, agents, controlling persons or members of any of the foregoing) of the terms of this Agreement or the other Loan Documents (in the case of clauses (i) and (ii), as determined by a court of competent jurisdiction in a final, non-appealable judgment). This Section 10.04(b) shall not apply with respect to have Second Amended and Restated Credit Agreement resulted Taxes other than any taxes that represent losses, claims, damages, etc. arising from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or any of its Affiliates or the directors, officers, employees or advisors of any of themnon-Tax claim.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing BankLender, 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 costs and expenses (including the reasonable fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of interest)) any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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), (iii) any Environmental Liability related in any way to breach of representations, warranties or covenants of the Borrowers or any of their Subsidiariesunder the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding 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, whether brought by a third party or by such any Borrower or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by any 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, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its Affiliates or the directors, officers, employees or advisors favor on such claim as determined by a court of any of themcompetent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent sub‑agent thereof), each Lender 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 costs and expenses (including the fees, charges and disbursements of not more than one counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interest)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower or any other Credit Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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), (iii) any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower or any other Credit 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 costs and expenses are determined by a court of competent jurisdiction in a final non-appealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or any of its Affiliates or the directors, officers, employees or advisors of any of them.

Indemnification by the Borrowers. The Borrowers shall Each Borrower, jointly and severally, agrees to indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnified Party”) against, and hold each Indemnitee Indemnified Party harmless from, any and all losses, claims, damagesdamages (including any special, indirect, consequential or punitive damages claimed or asserted (x) in breach of Section 8.04(d), or (y) by a Person not a party to this Agreement), liabilities and related costs and expenses (including the reasonable and documented fees, charges and disbursements of not more than one firm of counsel per for all Indemnified Parties, and, if necessary, one firm of local counsel in each appropriate jurisdiction (unless multiple counsels are necessary to avoid conflicts and in the case of interestan actual or perceived conflict of interest where the Indemnified Party affected by such conflict informs you and retains its own counsel, of another firm of counsel for such affected Indemnified Party)) ), incurred by any Indemnitee Indemnified Party or asserted against any Indemnitee Indemnified Party by any third party or by Person other than such Borrower or any other Credit Indemnified Party any Obligor arising and its Related Parties which arise out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by any Borrower or any Subsidiary of a Borrower, any Environmental Liability related Action, or any liability relating to any Environmental Law, Environmental Permit or Hazardous Material that relates in any way to the Borrowers any Borrower or any Subsidiary of their Subsidiariesa Borrower, or (iv) any actual or prospective claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower or any other Credit PartyBorrower, and regardless of whether any Indemnitee Indemnified Party is a party thereto; provided that such indemnity shall not, as to any IndemniteeIndemnified Party, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction in a final, nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of such Indemnified Party, or from a breach in bad faith of such Indemnified Party’s obligations under any Loan Document, or (y) arising out of, or the breach of in connection with, any Loan Document by, such Indemnitee proceeding that does not involve an act or omission by any Borrower or any of 103 their respective Affiliates and that is brought by an Indemnified Party against another Indemnified Party (other than claims, litigation, investigations or proceedings brought against CoBank in its Affiliates capacity as Administrative Agent, Swing Line Lender or Issuing Bank or against any of the directorsfinancial institutions listed in the recitals to this Agreement in their respective capacities as bookrunners, officerssyndication agents, employees arrangers, documentation agents or advisors any other similar roles or capacities in respect of the Facility). The Borrowers shall not be liable for any settlement of any Proceeding effected without Rayonier’s consent (which consent shall not be unreasonably withheld or delayed), but if such Proceeding is settled with Rayonier’s written consent, or if there is a judgment against an Indemnified Party in any such Proceeding, then the Borrowers shall, jointly and severally, indemnify and hold harmless each Indemnified Party in the manner set forth above. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Party shall have requested, in accordance with the foregoing, that the Borrowers reimburse such Indemnified Party for legal or other expenses in connection with investigating, responding to or defending any Proceeding for which reimbursement is required pursuant to the terms of themthis provision, the Borrowers shall be liable for any settlement of any Proceeding effected without their written consent if (x) such settlement is entered into more than 30 days after receipt by Rayonier of such request for reimbursement, and (x) the Borrowers shall not have reimbursed such Indemnified Party in accordance with such request for legal or other expenses required to be reimbursed pursuant to the terms of this provision prior to the date of such settlement.

Indemnification by the Borrowers. The Borrowers shall indemnify each Agent (and any sub-agent thereof), each Lender 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, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, without limitation, any Environmental Claims), damages, liabilities and related costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction or advisor (unless multiple counsels are necessary to avoid conflicts financial or otherwise) for any Indemnitee), and shall indemnify and hold harmless, each Indemnitee from, and shall pay or reimburse any such Indemnitee for, all reasonable fees and time charges and disbursements for attorneys who may be employees of interest)) any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Person (including Borrowers but excluding such Borrower or any other Credit Party any Obligor Indemnitee and its Related Parties), arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyTransactions, (ii) any the Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrowers or any Subsidiary thereof, or any Environmental Liability Claim related in any way to the Borrowers or any of their SubsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower Borrowers or any other Credit PartySubsidiary 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 Lender is a party thereto) and the prosecution and defense thereof, arising out of the Loan, 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 as a result of the occurrence of an Event of Default, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or any of its Affiliates or the directors, officers, employees or advisors of any of themIndemnitee.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Bankthe L/C Issuer, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower, or any Environmental Liability related in any way to the Borrowers or any of their SubsidiariesBorrower, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such any Borrower or any other Credit Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if such Borrower has obtained a final and nonappealable judgment in its Affiliates or the directors, officers, employees or advisors favor on such claim as determined by a court of any of themcompetent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify each indemnify, and hold the Administrative Agent (and any sub-agent thereof), each Lender Lender, each Issuing Lender, each Agent, the Joint Book Managers and each Issuing BankCo-Arranger and their respective Related Parties (each, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, harmless from and hold each Indemnitee harmless from, against any and all lossesother liabilities, obligations, claims, losses, damages, liabilities and related costs and penalties, actions, judgments, suits, costs, expenses (including the fees, charges and or disbursements of not more than one counsel per jurisdiction (unless multiple counsels are necessary any kind or nature whatsoever with respect to avoid conflicts of interest)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower or any other Credit Party any Obligor arising out ofthe execution, in connection withdelivery, or as a result of any actionenforcement, claim, judgment or suite arising out of or in connection with (i) the execution or delivery performance and administration of this Agreement, any Letter of Credit, any other Loan Document and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter Properties and the reasonable fees and expenses of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented legal counsel in connection with such demand do not strictly comply with the terms of such Letter of Credit)claims, (iii) actions or proceedings by any Environmental Liability related in Indemnitee against any way to the Borrowers Loan Party under any Loan Document or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower the Borrowers or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided thereto (all the foregoing, collectively, the “Indemnified Liabilities”), provided, that such indemnity the Borrowers shall not, as have no obligation hereunder to any Indemnitee, be available Indemnitee with respect to Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related costs Indemnified Liabilities are found by a final and expenses are determined by nonappealable decision of a court of competent jurisdiction to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct ofof such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee to the extent of the Indemnitee’s liability as an owner (and not as an operator or arranger under Environmental Laws). No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the breach other Loan Documents or the transactions contemplated hereby or thereby; provided, that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to such damages to the extent such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any Loan Document by, information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or any of its Affiliates other information transmission systems in connection with this Agreement or the directors, officers, employees other Loan Documents or advisors the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of any such Indemnitee as determined by a final and nonappealable judgment of thema court of competent jurisdiction.

Indemnification by the Borrowers. The Borrowers Each Loan Party shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Bank, other Secured Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold harmless each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses (expenses, including the reasonable fees, charges and disbursements of not more than any counsel (limited to reasonable fees, disbursements and other charges of one primary counsel per for all Indemnitees, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (unless which may include a single special counsel acting in multiple counsels are necessary to avoid conflicts jurisdictions) for all Indemnitees, taken as a whole, and one firm of special regulatory counsel for all Indemnitees, taken as a whole (and, in the case of an actual or potential conflict of interest, where an Indemnitee affected by such conflict informs the Borrower Agent of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Indemnitee and one firm of special regulatory counsel for such affected Indemnitee)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower the Borrowers or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or therebythereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 4.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Loan Party or any of their its Subsidiaries, (iv) any claims of, or amounts paid by any Secured Party to, a Controlled Account Bank or other Person which has entered into a control agreement with any Secured Party hereunder or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower the Borrowers or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or any of its Affiliates or the directors, officers, employees or advisors of any of themIndemnitee.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing BankLender, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower or any other Credit Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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), (iii) breach of representations, warranties or covenants of the any Environmental Liability related in any way to Borrower under the Borrowers or any of their SubsidiariesLoan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding 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, whether brought by a third party or by such Borrower or any other Credit PartyBorrower, 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 costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower has obtained a final and nonappealable judgment in its Affiliates or the directors, officers, employees or advisors favor on such claim as determined by a court of any of themcompetent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall Each Borrower, jointly and severally, agrees to indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnified Party”) against, and hold each Indemnitee Indemnified Party harmless from, any and all losses, claims, damagesdamages (including any special, indirect, consequential or punitive damages claimed or asserted (x) in breach of Section 8.04(d), or (y) by a Person not a party to this Agreement), liabilities and related costs and expenses (including the reasonable and documented fees, charges and disbursements of not more than one firm of counsel per for all Indemnified Parties, and, if necessary, one firm of local counsel in each appropriate jurisdiction (unless multiple counsels are necessary to avoid conflicts and in the case of interestan actual or perceived conflict of interest where the Indemnified Party affected by such conflict informs you and retains its own counsel, of another firm of counsel for such affected Indemnified Party)) ), incurred by any Indemnitee Indemnified Party or asserted against any Indemnitee Indemnified Party by any third party or by Person other than such Borrower or any other Credit Indemnified Party any Obligor arising and its Related Parties which arise out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by any Borrower or any Subsidiary of a Borrower, any Environmental Liability related Action, or any liability relating to any Environmental Law, Environmental Permit or Hazardous Material that relates in any way to the Borrowers any Borrower or any Subsidiary of their Subsidiariesa Borrower, or (iv) any actual or prospective claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower or any other Credit PartyBorrower, and regardless of whether any Indemnitee Indemnified Party is a party thereto; provided that such indemnity shall not, as to any IndemniteeIndemnified Party, be available to the extent that such losses, claims, damages, CHAR1\1713543v7 liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction in a final, nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of such Indemnified Party, or from a breach in bad faith of such Indemnified Party’s obligations under any Loan Document, or (y) arising out of, or the breach of in connection with, any Loan Document by, such Indemnitee proceeding that does not involve an act or omission by any Borrower or any of their respective Affiliates and that is brought by an Indemnified Party against another Indemnified Party (other than claims, litigation, investigations or proceedings brought against CoBank in its Affiliates capacity as Administrative Agent, Swing Line Lender or Issuing Bank or against any of the directorsfinancial institutions listed in the recitals to this Agreement in their respective capacities as bookrunners, officerssyndication agents, employees arrangers, documentation agents or advisors any other similar roles or capacities in respect of the Facility). The Borrowers shall not be liable for any settlement of any Proceeding effected without Rayonier’s consent (which consent shall not be unreasonably withheld or delayed), but if such Proceeding is settled with Rayonier’s written consent, or if there is a judgment against an Indemnified Party in any such Proceeding, then the Borrowers shall, jointly and severally, indemnify and hold harmless each Indemnified Party in the manner set forth above. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Party shall have requested, in accordance with the foregoing, that the Borrowers reimburse such Indemnified Party for legal or other expenses in connection with investigating, responding to or defending any Proceeding for which reimbursement is required pursuant to the terms of themthis provision, the Borrowers shall be liable for any settlement of any Proceeding effected without their written consent if (x) such settlement is entered into more than 30 days after receipt by Rayonier of such request for reimbursement, and (x) the Borrowers shall not have reimbursed such Indemnified Party in accordance with such request for legal or other expenses required to be reimbursed pursuant to the terms of this provision prior to the date of such settlement.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify each Agent (and any sub-agent thereof), each Lender 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such any Borrower or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrowers any Borrower or any of their its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such any Borrower or any other Credit Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors and regardless of whether any Indemnitee is a party thereto; provided provided, that such indemnity shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by any 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, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its Affiliates or the directors, officers, employees or advisors favor on such claim as determined by a court of any of themcompetent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent thereof), the L/C Issuer, each Lender and each Issuing BankLender, 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 actions, suits, actual losses, claims, damages, liabilities and related costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interest)for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower the Borrowers or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their respective Subsidiaries, or any Environmental Liability related in any way to the Borrowers or and any of their respective Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower the Borrowers or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted solely from (a) the gross negligence or willful misconduct of, or the of such Indemnitee; (b) any breach of the Loan Documents or applicable Law by any Loan Document by, such Indemnitee Indemnitee; or (c) any of its Affiliates claims or the directors, officers, employees or advisors of any of themdisputes solely amongst Indemnitees.

Indemnification by the Borrowers. The Borrowers shall indemnify each indemnify, and hold the Administrative Agent (and any sub-agent thereof), each Lender Lender, Issuing Lender, Agent, Joint Book Runner and each Issuing BankJoint Lead Arranger and their respective Related Parties (each, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, harmless from and hold each Indemnitee harmless from, against any and all lossesother liabilities, obligations, claims, losses, damages, liabilities and related costs and penalties, actions, judgments, suits, costs, expenses (including the fees, charges and or disbursements of not more than one counsel per jurisdiction (unless multiple counsels are necessary any kind or nature whatsoever with respect to avoid conflicts of interest)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower or any other Credit Party any Obligor arising out ofthe execution, in connection withdelivery, or as a result of any actionenforcement, claim, judgment or suite arising out of or in connection with (i) the execution or delivery performance and administration of this Agreement, any Letter of Credit, any other Loan Document and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter Properties and the reasonable fees and expenses of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented legal counsel in connection with such demand do not strictly comply with the terms of such Letter of Credit)claims, (iii) actions or proceedings by any Environmental Liability related in Indemnitee against any way to the Borrowers Loan Party under any Loan Document or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such Borrower the Borrowers or any other Credit Loan Party, and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity provided, that, the Borrowers shall not, as have no obligation hereunder to any Indemnitee, be available Indemnitee with respect to Indemnified Liabilities to the extent that such losses, claims, damages, liabilities or related costs Indemnified Liabilities are found by a final and expenses are determined by nonappealable decision of a court of competent jurisdiction to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct ofof such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee to the extent of the Indemnitee’s liability as an owner (and not as an operator or arranger under Environmental Laws). No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the breach other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of any Loan Document by, such Indemnitee or any as determined by a final and nonappealable judgment of its Affiliates or the directors, officers, employees or advisors a court of any of themcompetent jurisdiction.

Indemnification by the Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing BankLender, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of interest)) any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower the Borrowers or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from the Properties, or any claim or liability under any Environmental Liability Law related in any way to the Borrowers or any of their SubsidiariesProperties, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such any Borrower or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by any 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, if such Borrower or such other Loan Party has obtained a final and nonappealable judgment in its Affiliates favor on such claim as determined by a court of competent jurisdiction. Notwithstanding anything to the contrary in this Section 14.4(b), the Borrowers shall not reimburse any Lender (other than the Administrative Agent and Syndication Co-Agent) for any costs, fees or expenses relating to the directorspreparation, officersnegotiation, employees or advisors execution, delivery and administration of any of themthis Agreement and the other Loan Documents and matters relating thereto.

Indemnification by the Borrowers. The Borrowers shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing BankLender, 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 costs and expenses (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Borrower the Borrowers or any other Credit Loan Party any Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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), (iii) any Environmental Liability related in any way to breach of representations, warranties or covenants of the Borrowers or any of their Subsidiariesunder the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding 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, whether brought by a third party or by such Borrower the Borrowers or any other Credit Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct of, or the breach of any Loan Document by, such Indemnitee or (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its Affiliates or the directorsfavor on such claim as determined by a court of competent jurisdiction. This Section 11.3.2 shall not apply with respect to Taxes other than any Taxes that represent losses, officersclaims, employees or advisors of damages, etc. arising from any of themnon-Tax claim.

Indemnification by the Borrowers. The Borrowers Each Borrower shall indemnify each the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing BankL/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 costs and expenses Damages (including the fees, charges and disbursements of not more than one any counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interestfor any Indemnitee)) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by such Person (including any Borrower or any Guarantor other Credit Party any Obligor than such Indemnitee and its Related Parties) arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability Claim related in any way to the Borrowers any Borrower or any of their its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by such any Borrower or any other Credit PartyGuarantor, 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 costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have Second Amended and Restated Credit Agreement resulted from the gross negligence or willful misconduct ofof such Indemnitee as determined by a court of competent jurisdiction by final and nonappealable judgment, or the breach of (y) result from a claim brought by any Loan Document by, such Indemnitee Borrower or any Guarantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Guarantor has obtained a final and nonappealable judgment in its Affiliates favor on such claim as determined by a court of competent jurisdiction. This Section 10.12(b) shall not apply with respect to Taxes other than any Taxes that represent losses or the directors, officers, employees or advisors of damages arising from any of themclaim not related to any such Taxes.