Common use of Indemnification by the Parent Borrower Clause in Contracts

Indemnification by the Parent Borrower. Whether or not the transactions contemplated hereby are consummated, the Parent Borrower agrees to indemnify, save and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against either Borrower, any Affiliate of either Borrower or any of their respective officers or directors, including any Indemnified Liability arising out of or based upon any untrue statement; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment of the Obligations and the resignation or removal of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee arising out of or relating to the Loan Documents, any Commitment, Loan or Letter of Credit, the use or contemplated use of the proceeds of any Credit Extension (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or the relationship of the Borrowers, the Administrative Agent and the Lenders under this Agreement or any other Loan Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses or reasonable costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action, investigation or proceeding, or as a result of the investigation or the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any Indemnified Liability caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor.

Indemnification by the Parent Borrower. Whether or not the transactions contemplated hereby are consummated, the The Parent Borrower agrees to indemnify, save shall indemnify the Administrative Agent (and hold harmless each Agentany sub-Related Personagent thereof), each Lender Arranger, each Lender, each L/C Issuer, and their respective Affiliateseach of BofA Securities, directorsInc. and JPMorgan Chase, officerseach in its capacity as a joint bookrunner, employees, counsel, agents and attorneys-in-fact each Related Party of any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from and against: (a) , and hold each Indemnitee harmless from, any and all losses, claims, demandsdamages, actions liabilities and reasonable, documented out-of-pocket expenses (limited, in the case of legal fees and expenses to the reasonable and documented fees and out-of-pocket disbursements and other charges of a single primary counsel for the Indemnitees, taken as a whole (and in the case of actual or causes asserted conflicts of action that are interest, one additional counsel to all conflicted and similarly situated Indemnitees, taken as a whole), and if reasonably deemed necessary, of one special and local counsel in each relevant jurisdiction to the Indemnitees, taken as a whole (and in the case of actual or asserted conflicts of interest, one additional special or local counsel, in each relevant jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any Person (other than including the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against either Borrower, any Affiliate of either Parent Borrower or any other Loan Party) other than such Indemnitee and its Related Parties and reasonable settlement costs (in each case, excluding special damages or other consequential damages (including lost profits) to the extent such special damages or consequential damages do not represent an out-of-pocket loss or expense of an Indemnitee) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record that such Indemnitee reasonably believes is made by any Responsible Officer), the performance by the parties hereto or thereto of their respective officers obligations hereunder or directorsthereunder, including any Indemnified Liability arising out of or based upon any untrue statement; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment the consummation of the Obligations and transactions contemplated hereby or thereby, or, in the resignation or removal case of the Administrative Agent or (and any sub-agent thereof) and its Related Parties only, the replacement administration of this Agreement and the other Loan Documents (including in respect of any Lendermatters addressed in Section 3.01), (ii) be asserted or imposed against any Indemnitee arising out of or relating to the Loan Documents, any Commitment, Loan or Letter of Credit, Credit or the use or contemplated proposed use of the proceeds of any Credit Extension therefrom (including any refusal by any 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 the relationship alleged presence or release of 125 Hazardous Materials at, on, under or emanating from any property owned, leased or operated by any Consolidated Party, or any Environmental Liability related in any way to any Consolidated Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Borrowersforegoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Administrative Agent Parent Borrower or any other Consolidated 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 COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the Lenders extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, (y) result from a claim brought by a Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under this Agreement or any other Loan Document; (c) any administrative or investigative proceeding , if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by any Governmental Authority arising out a court of or related to a claim, demand, action or cause of action described in subsection (a) competent jurisdiction or (bz) above; a dispute solely among Indemnitees and (d) not involving any and all liabilities (including liabilities under indemnities), losses act or reasonable costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result omission of the assertion Parent Borrower or any of any foregoing claimits Affiliates (other than, demand, action, cause of action, investigation or proceeding, or as a result of the investigation or the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party respect to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any Indemnified Liability caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction Arrangers or discharge of all the any other Obligations. No Indemnitee shall be liable for any damages arising from the use by others of any information agent or other materials obtained through IntraLinks or other similar information transmission systems in connection with arranger under this Agreement, nor shall any Indemnitee have any liability for any indirect dispute involving such Person in its capacity or consequential damages relating to this Agreement or any other Loan Document or arising out of in fulfilling its activities in connection herewith or therewith (whether before or after the Closing Daterole as such). All amounts due under Without limiting the provisions of Section 3.01(c), this Section 10.05 10.04(b) shall be payable within ten Business Days after demand therefornot apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Parent Borrower. Whether or not the transactions contemplated hereby are consummated, the The Parent Borrower agrees to indemnify, save shall indemnify the Administrative Agent (and hold harmless each Agentany sub-Related Personagent thereof), each Lender Arranger, each Lender, each L/C Issuer, and their respective Affiliateseach of BofA Securities, directorsInc. and JPMorgan Chase, officerseach in its capacity as a joint bookrunner, employees, counsel, agents and attorneys-in-fact each Related Party of any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from and against: (a) , and hold each Indemnitee harmless from, any and all losses, claims, demandsdamages, actions liabilities and reasonable, documented out-of-pocket expenses (limited, in the case of legal fees and expenses to the reasonable and documented fees and out-of-pocket disbursements and other charges of a single primary counsel for the Indemnitees, taken as a whole (and in the case of actual or causes asserted conflicts of action that are interest, one additional counsel to all conflicted and similarly situated Indemnitees, taken as a whole), and if reasonably deemed necessary, of one special and local counsel in each relevant jurisdiction to the Indemnitees, taken as a whole (and in the case of actual or asserted conflicts of interest, one additional special or local counsel, in each relevant jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any Person (other than including the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against either Borrower, any Affiliate of either Parent Borrower or any other Loan Party) other than such Indemnitee and its Related Parties and reasonable settlement costs (in each case, excluding special damages or other consequential damages (including lost profits) to the extent such special damages or consequential damages do not represent an out-of-pocket loss or expense of an Indemnitee) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective officers obligations hereunder or directorsthereunder, including any Indemnified Liability arising out of or based upon any untrue statement; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment the consummation of the Obligations and transactions contemplated hereby or thereby, or, in the resignation or removal case of the Administrative Agent or (and any sub-agent thereof) and its Related Parties only, the replacement administration of this Agreement and the other Loan Documents (including in respect of any Lendermatters addressed in Section 3.01), (ii) be asserted or imposed against any Indemnitee arising out of or relating to the Loan Documents, any Commitment, Loan or Letter of Credit, Credit or the use or contemplated proposed use of the proceeds of any Credit Extension therefrom (including any refusal by any 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 the relationship alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned, leased or operated by any Consolidated Party, or any Environmental Liability related in any way to any Consolidated Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Borrowersforegoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Administrative Agent Parent Borrower or any other Consolidated 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 COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the Lenders extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, (y) result from a claim brought by a Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under this Agreement or any other Loan Document; (c) any administrative or investigative proceeding , if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by any Governmental Authority arising out a court of or related to a claim, demand, action or cause of action described in subsection (a) competent jurisdiction or (bz) above; a dispute solely among Indemnitees and (d) not involving any and all liabilities (including liabilities under indemnities), losses act or reasonable costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result omission of the assertion Parent Borrower or any of any foregoing claimits Affiliates (other than, demand, action, cause of action, investigation or proceeding, or as a result of the investigation or the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party respect to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any Indemnified Liability caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction Arrangers or discharge of all the any other Obligations. No Indemnitee shall be liable for any damages arising from the use by others of any information agent or other materials obtained through IntraLinks or other similar information transmission systems in connection with arranger under this Agreement, nor shall any Indemnitee have any liability for any indirect dispute involving such Person in its capacity or consequential damages relating to this Agreement or any other Loan Document or arising out of in fulfilling its activities in connection herewith or therewith (whether before or after the Closing Daterole as such). All amounts due under Without limiting the provisions of Section 3.01(c), this Section 10.05 10.04(b) shall be payable within ten Business Days after demand therefornot apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Parent Borrower. Whether or not The Loan Parties shall indemnify the transactions contemplated hereby are consummated, the Parent Borrower agrees to indemnify, save Agent (and hold harmless each Agentany sub-Related Personagent thereof), each Lender Party, and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact each Related Party of any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against: (a) hold each Indemnitee harmless from, any and all losses, claims, demandsdamages, actions liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or causes of action that are asserted against any Indemnitee by any Person (other than third party or by the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against either Borrower, any Affiliate of either Parent Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective officers obligations hereunder or directors, including any Indemnified Liability arising out of thereunder or based upon any untrue statement; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment the consummation of the Obligations transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the resignation or removal of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee arising out of or relating to the other Loan Documents, (ii) any Commitment, Loan Advance or Letter of Credit, Credit or the use or contemplated proposed use of the proceeds of any Credit Extension therefrom (including any refusal by any L/C Issuer 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 Substance on or from any property owned or operated by the relationship Parent 198 Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to the Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Borrowersforegoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Administrative Agent and the Lenders under this Agreement Parent Borrower or any other Loan Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses or reasonable costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action, investigation or proceeding, or as a result of the investigation or the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an IndemniteeParty, and regardless of whether or not an any Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”)thereto; provided that no Indemnitee such indemnity shall not, as to any Indemnitee, be entitled available to indemnification for any Indemnified Liability caused by its own the extent that such losses, claims, damages, liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee or for any loss asserted against it (y) result from a claim brought by another Indemnitee. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement Parent Borrower or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, in each case, if the Parent 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. This Section 10.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, liabilities, or expenses arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 10.05 shall be payable within ten Business Days after demand thereforfrom any non-Tax claim.

Indemnification by the Parent Borrower. Whether or not The Loan Parties shall indemnify the transactions contemplated hereby are consummated, the Parent Borrower agrees to indemnify, save Agent (and hold harmless each Agentany sub-Related Personagent thereof), each Lender Party, and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact each Related Party of any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against: (a) hold each Indemnitee harmless from, any and all losses, claims, demandsdamages, actions liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or causes of action that are asserted against any Indemnitee by any Person (other than third party or by the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against either Borrower, any Affiliate of either Parent Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective officers obligations hereunder or directors, including any Indemnified Liability arising out of thereunder or based upon any untrue statement; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment the consummation of the Obligations transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the resignation or removal of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee arising out of or relating to the other Loan Documents, (ii) any Commitment, Loan Advance or Letter of Credit, Credit or the use or contemplated proposed use of the proceeds of any Credit Extension therefrom (including any refusal by any L/C Issuer 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 Substance on or from any property owned or operated by the relationship Parent Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to the Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Borrowersforegoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Administrative Agent and the Lenders under this Agreement Parent Borrower or any other Loan Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses or reasonable costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action, investigation or proceeding, or as a result of the investigation or the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an IndemniteeParty, and regardless of whether or not an any Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”)thereto; provided that no Indemnitee such indemnity shall not, as to any Indemnitee, be entitled available to indemnification for any Indemnified Liability caused by its own the extent that such losses, claims, damages, liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee or for any loss asserted against it (y) result from a claim brought by another Indemnitee. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement Parent Borrower or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, in each case, if the Parent 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. This Section 10.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, liabilities, or expenses arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 10.05 shall be payable within ten Business Days after demand thereforfrom any non-Tax claim.

Indemnification by the Parent Borrower. Whether or not The Loan Parties shall indemnify the transactions contemplated hereby are consummatedAgent (and any sub-agent thereof), the Parent Borrower agrees to indemnify, save and hold harmless each AgentCo-Related PersonSustainability Coordinator, each Lender Party, and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact each Related Party of any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against: (a) hold each Indemnitee harmless from, any and all losses, claims, demandsdirect or actual (as opposed to special, actions indirect, consequential or causes punitive) damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of action that are any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (other than third party or by 212 the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against either Borrower, any Affiliate of either Parent Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective officers obligations hereunder or directors, including any Indemnified Liability arising out of thereunder or based upon any untrue statement; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment the consummation of the Obligations transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the resignation or removal of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee arising out of or relating to the other Loan Documents, (ii) any Commitment, Loan Advance or Letter of Credit, Credit or the use or contemplated proposed use of the proceeds of any Credit Extension therefrom (including any refusal by any L/C Issuer 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 Substance on or from any property owned or operated by the relationship Parent Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to the Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Borrowersforegoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Administrative Agent and the Lenders under this Agreement Parent Borrower or any other Loan Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses or reasonable costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action, investigation or proceeding, or as a result of the investigation or the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an IndemniteeParty, and regardless of whether or not an any Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”)thereto; provided that no Indemnitee such indemnity shall not, as to any Indemnitee, be entitled available to indemnification for any Indemnified Liability caused the extent that such losses, claims, damages, liabilities or related expenses (x) are found in a final and nonappealable judgment by its own a court of competent jurisdiction to have resulted from (I) the gross negligence or willful misconduct of such Indemnitee or for any loss asserted against it by another (II) such Indemnitee. The agreements ’s breach in this Section shall survive the resignation bad faith of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction its obligations hereunder or discharge of all the other Obligations. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or under any other Loan Document or (y) result from a proceeding (other than a proceeding against an Indemnitee arising out of its activities the Agent or any Lender Party acting pursuant to this Agreement or in connection herewith respect of the Revolving Credit Facility in their capacities as such) solely between or therewith among Indemnitees not arising from any act or omission by any Loan Party. This Section 10.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, liabilities, or expenses arising from any non-Tax claim. Each of BofA Securities, Inc. and Parent Borrower agree that this clause (whether before or after c) shall supersede the Closing indemnification obligations set forth in the Sustainability Structuring Agent Engagement Letter on the Restatement Date). All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor.

Indemnification by the Parent Borrower. Whether or not the transactions contemplated hereby are consummated, the The Parent Borrower agrees to indemnifyshall indemnify the Administrative Agent (and any sub-agent thereof), save and hold harmless each Agent-Related PersonArranger, each Lender and their respective Affiliateseach L/C Issuer, directors, officers, employees, counsel, agents and attorneys-in-fact each Related Party of any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from and against: (a) , and hold each Indemnitee harmless from, any and all losses, claims, demandsdamages, actions liabilities and reasonable, documented out-of-pocket expenses (limited, in the case of legal fees and expenses to the reasonable and documented fees and out-of-pocket disbursements and other charges of a single primary counsel for the Indemnitees, taken as a whole (and in the case of actual or causes asserted conflicts of action that are interest, one additional counsel to all conflicted and similarly situated Indemnitees, taken as a whole), and if reasonably deemed necessary, of one special and local counsel in each relevant jurisdiction to the Indemnitees, taken as a whole (and in the case of actual or asserted conflicts of interest, one additional special or local counsel, in each relevant jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any Person (other than including the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against either Borrower, any Affiliate of either Parent Borrower or any other Loan Party) other than such Indemnitee and its Related Parties and reasonable settlement costs (in each case, excluding special damages or other consequential damages (including lost profits) to the extent such special damages or consequential damages do not represent an out-of-pocket loss or expense of an Indemnitee) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective officers obligations hereunder or directorsthereunder, including any Indemnified Liability arising out of or based upon any untrue statement; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment the consummation of the Obligations and transactions contemplated hereby or thereby, or, in the resignation or removal case of the Administrative Agent or (and any sub-agent thereof) and its Related Parties only, the replacement administration of this Agreement and the other Loan Documents (including in respect of any Lendermatters addressed in Section 3.01), (ii) be asserted or imposed against any Indemnitee arising out of or relating to the Loan Documents, any Commitment, Loan or Letter of Credit, Credit or the use or contemplated proposed use of the proceeds of any Credit Extension therefrom (including any refusal by any 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 the relationship alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned, leased or operated by any Consolidated Party, or any Environmental Liability related in any way to any Consolidated Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Borrowersforegoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Administrative Agent Parent Borrower or any other Consolidated 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 COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the Lenders extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, (y) result from a claim brought by a Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under this Agreement or any other Loan Document; (c) any administrative or investigative proceeding , if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by any Governmental Authority arising out a court of or related to a claim, demand, action or cause of action described in subsection (a) competent jurisdiction or (bz) above; a dispute solely among Indemnitees and (d) not involving any and all liabilities (including liabilities under indemnities), losses act or reasonable costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result omission of the assertion Parent Borrower or any of any foregoing claimits Affiliates (other than, demand, action, cause of action, investigation or proceeding, or as a result of the investigation or the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party respect to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any Indemnified Liability caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction Arrangers or discharge of all the any other Obligations. No Indemnitee shall be liable for any damages arising from the use by others of any information agent or other materials obtained through IntraLinks or other similar information transmission systems in connection with arranger under this Agreement, nor shall any Indemnitee have any liability for any indirect dispute involving such Person in its capacity or consequential damages relating to this Agreement or any other Loan Document or arising out of in fulfilling its activities in connection herewith or therewith (whether before or after the Closing Daterole as such). All amounts due under Without limiting the provisions of Section 3.01(c), this Section 10.05 10.4(b) shall be payable within ten Business Days after demand therefornot apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by the Parent Borrower. Whether or not The Loan Parties shall indemnify the transactions contemplated hereby are consummatedAgent (and any sub-agent thereof), the Parent Borrower agrees to indemnify, save and hold harmless each AgentCo-Related PersonSustainability Coordinator, each Lender Party, and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact each Related Party of any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against: (a) hold each Indemnitee harmless from, any and all losses, claims, demandsdirect or actual (as opposed to special, actions indirect, consequential or causes punitive) damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of action that are any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (other than third party or by the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against either Borrower, any Affiliate of either Parent Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective officers obligations hereunder or directors, including any Indemnified Liability arising out of thereunder or based upon any untrue statement; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment the consummation of the Obligations transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the resignation or removal of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee arising out of or relating to the other Loan Documents, (ii) any Commitment, Loan Advance or Letter of Credit, Credit or the use or contemplated proposed use of the proceeds of any Credit Extension therefrom (including any refusal by any L/C Issuer 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 Substance on or from any property owned or operated by the relationship Parent Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to the Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Borrowersforegoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Administrative Agent and the Lenders under this Agreement Parent Borrower or any other Loan Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses or reasonable costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action, investigation or proceeding, or as a result of the investigation or the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an IndemniteeParty, and regardless of whether or not an any Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”)thereto; provided that no Indemnitee such indemnity shall not, as to any Indemnitee, be entitled available to indemnification for any Indemnified Liability caused the extent that such losses, claims, damages, liabilities or related expenses (x) are found in a final and nonappealable judgment by its own a court of competent jurisdiction to have resulted from (I) the gross negligence or willful misconduct of such Indemnitee or for any loss asserted against it by another (II) such Indemnitee. The agreements ’s breach in this Section shall survive the resignation bad faith of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction its obligations hereunder or discharge of all the other Obligations. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or under any other Loan Document or (y) result from a proceeding (other than a proceeding against an Indemnitee arising out of its activities the Agent or any Lender Party acting pursuant to this Agreement or in connection herewith respect of the Revolving Credit Facility in their capacities as such) solely between or therewith among Indemnitees not arising from any act or omission by any Loan Party. This Section 10.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, liabilities, or expenses arising from any non-Tax claim. Each of BofA Securities, Inc. and Parent Borrower agree that this clause (whether before or after c) shall supersede the Closing indemnification obligations set forth in the Sustainability Structuring Agent Engagement Letter on the Restatement Date). All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor.

Indemnification by the Parent Borrower. Whether or not the transactions Transactions contemplated hereby are consummated, the Parent Borrower agrees to shall indemnify, save defend and hold harmless each Agent-Related Personthe Administrative Agent (and any sub‑agent thereof), each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact each Related Party of any of the foregoing Persons (collectively the “"Indemnitees”") from and against: (a) against any and all claims, demandsdamages, actions losses, liabilities, and related reasonable and documented and invoiced out-of-pocket expenses (including Attorney Costs of a single firm of counsel to the Indemnitees, taken as a whole, one local counsel to the Indemnitees, taken as a whole, in each reasonably necessary jurisdiction and one specialty counsel in each reasonably necessary specialty area for all such Indemnitees, taken as a whole (and, in the case of an actual conflict of interest where the Indemnitee retains its own counsel, of another firm of counsel for each such affected Indemnitee), that may be incurred by or causes of action that are asserted or awarded against any Indemnitee by such Indemnitee, in any Person (other than the Administrative Agent way relating to or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against either Borrower, any Affiliate of either Borrower or any of their respective officers or directors, including any Indemnified Liability arising out of or based upon in connection with (i) the execution, delivery, enforcement, performance or administration (including any untrue statement; restructuring or work-out related thereto) of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby (bincluding the Fee Letter) or the consummation of the transactions contemplated thereby, (ii) any and all claims, demands, actions Commitment or causes of action that may at any time (including at any time following repayment of the Obligations and the resignation or removal of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee arising out of or relating to the Loan Documents, any Commitment, Loan or Letter of Credit, the use or contemplated proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any Credit Extension (including property currently or formerly owned or operated by the Parent Borrower, any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or the relationship of the Borrowers, the Administrative Agent and the Lenders under this Agreement Subsidiary or any other Loan Document; Party, or any Environmental Liability related in any way to the Parent Borrower, any Subsidiary or any other Loan Party or (civ) any administrative actual or investigative proceeding by any Governmental Authority arising out of or related to a prospective claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses or reasonable costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of actionlitigation, investigation or proceedingproceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or as a result of the investigation or the preparation defense of any defense in connection with any foregoing pending or threatened claim, demandinvestigation, action, cause of action litigation or proceeding, in all cases, ) and regardless of whether or not arising out of the negligence of an Indemnitee, and whether or not an any Indemnitee is a party to such claim, demand, action, cause of action or proceeding thereto (all the foregoing, collectively, the “"Indemnified Liabilities”"); provided that no Indemnitee shall be entitled , except to indemnification for any Indemnified Liability caused the extent such claim, damage, loss, liability or related reasonable and documented or invoiced out-of-pocket expense is found in a final non-appealable judgment by its own a court of competent jurisdiction to have resulted from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or for any loss asserted of its Related Indemnified Parties, (y) a material breach of such Indemnitee's or any of its Related Indemnified Party's obligations under this Agreement or any other Loan Document or (z) disputes solely among the Indemnitees not arising from or in connection with any act or omission by the Parent Borrower or any of its Affiliates (other than a dispute against it by another Indemnitee. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other ObligationsAgent in its capacity as such). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems the Platform in connection with this AgreementAgreement except as provided in Section 10.02(d), nor shall any Indemnitee have any liability for any indirect indirect, special, punitive or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 10.04(b) applies, such indemnity shall be payable within ten Business Days after demand thereforeffective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated.

Indemnification by the Parent Borrower. Whether or not The Loan Parties shall indemnify the transactions contemplated hereby are consummatedAgent (and any sub-agent thereof), the Parent Borrower agrees to indemnify, save and hold harmless each AgentCo-Related PersonSustainability Coordinator, each Lender Party, and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact each Related Party of any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against: (a) hold each Indemnitee harmless from, any and all losses, claims, demandsdirect or actual (as opposed to special, actions indirect, consequential or causes punitive) damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of action that are any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (other than third party or by the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against either Borrower, any Affiliate of either Parent Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective officers obligations hereunder or directors, including any Indemnified Liability arising out of thereunder or based upon any untrue statement; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment the consummation of the Obligations transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub- agent thereof) and its Related Parties only, the administration of this Agreement and the resignation or removal of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee arising out of or relating to the other Loan Documents, (ii) any Commitment, Loan Advance or Letter of Credit, Credit or the use or contemplated proposed use of the proceeds of any Credit Extension therefrom (including any refusal by any L/C Issuer 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 Substance on or from any property owned or operated by the relationship Parent Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to the Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Borrowersforegoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Administrative Agent and the Lenders under this Agreement Parent Borrower or any other Loan Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses or reasonable costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action, investigation or proceeding, or as a result of the investigation or the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an IndemniteeParty, and regardless of whether or not an any Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”)thereto; provided that no Indemnitee such indemnity shall not, as to any Indemnitee, be entitled available to indemnification for any Indemnified Liability caused the extent that such losses, claims, damages, liabilities or related expenses (x) are found in a final and nonappealable judgment by its own a court of competent jurisdiction to have resulted from (I) the gross negligence or willful misconduct of such Indemnitee or for any loss asserted against it by another (II) such Indemnitee. The agreements ’s breach in this Section shall survive the resignation bad faith of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction its obligations hereunder or discharge of all the other Obligations. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or under any other Loan Document or (y) result from a proceeding (other than a proceeding against an Indemnitee arising out of its activities the Agent or any Lender Party acting pursuant to this Agreement or in connection herewith respect of the Revolving Credit Facility in their capacities as such) solely between or therewith among Indemnitees not arising from any act or omission by any Loan Party. This Section 10.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, liabilities, or expenses arising from any non-Tax claim. Each of BofA Securities, Inc. and Parent Borrower agree that this clause (whether before or after c) shall supersede the Closing indemnification obligations set forth in the Sustainability Structuring Agent Engagement Letter on the Restatement Date). All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor.

Indemnification by the Parent Borrower. Whether or not The Loan Parties shall indemnify the transactions contemplated hereby are consummatedAgent (and any sub-agent thereof), the Parent Borrower agrees to indemnify, save and hold harmless each AgentCo-Related PersonSustainability Coordinator, each Lender Party, and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact each Related Party of any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against: (a) hold each Indemnitee harmless from, any and all losses, claims, demandsdirect or actual (as opposed to special, actions indirect, consequential or causes punitive) damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of action that are any counsel for any Indemnitee), 178 incurred by any Indemnitee or asserted against any Indemnitee by any Person (other than third party or by the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against either Borrower, any Affiliate of either Parent Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective officers obligations hereunder or directors, including any Indemnified Liability arising out of thereunder or based upon any untrue statement; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment the consummation of the Obligations transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the resignation or removal of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee arising out of or relating to the other Loan Documents, (ii) any Commitment, Loan Advance or Letter of Credit, Credit or the use or contemplated proposed use of the proceeds of any Credit Extension therefrom (including any refusal by any L/C Issuer 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 Substance on or from any property owned or operated by the relationship Parent Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to the Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Borrowersforegoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Administrative Agent and the Lenders under this Agreement Parent Borrower or any other Loan Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses or reasonable costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action, investigation or proceeding, or as a result of the investigation or the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an IndemniteeParty, and regardless of whether or not an any Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”)thereto; provided that no Indemnitee such indemnity shall not, as to any Indemnitee, be entitled available to indemnification for any Indemnified Liability caused the extent that such losses, claims, damages, liabilities or related expenses (x) are found in a final and nonappealable judgment by its own a court of competent jurisdiction to have resulted from (I) the gross negligence or willful misconduct of such Indemnitee or for any loss asserted against it by another (II) such Indemnitee. The agreements ’s breach in this Section shall survive the resignation bad faith of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction its obligations hereunder or discharge of all the other Obligations. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or under any other Loan Document or (y) result from a proceeding (other than a proceeding against an Indemnitee arising out of its activities the Agent or any Lender Party acting pursuant to this Agreement or in connection herewith respect of the Revolving Credit Facility in their capacities as such) solely between or therewith among Indemnitees not arising from any act or omission by any Loan Party. This Section 10.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, liabilities, or expenses arising from any non-Tax claim. Each of BofA Securities, Inc. and Parent Borrower agree that this clause (whether before or after c) shall supersede the Closing indemnification obligations set forth in the Sustainability Structuring Agent Engagement Letter on the Restatement Date). All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor.

Indemnification by the Parent Borrower. Whether or not The Loan Parties shall indemnify the transactions contemplated hereby are consummated, the Parent Borrower agrees to indemnify, save Agent (and hold harmless each Agentany sub-Related Personagent thereof), each Lender Party, and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact each Related Party of any of the foregoing Persons (collectively the each such Person being called an “IndemniteesIndemnitee”) from against, and against: (a) hold each Indemnitee harmless from, any and all losses, claims, demandsdamages, actions liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or causes of action that are asserted against any Indemnitee by any Person (other than third party or by the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against either Borrower, any Affiliate of either Parent Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective officers obligations hereunder or directors, including any Indemnified Liability arising out of thereunder or based upon any untrue statement; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment the consummation of the Obligations transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the resignation or removal of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee arising out of or relating to the other Loan Documents, (ii) any Commitment, Loan Advance or Letter of Credit, Credit or the use or contemplated proposed use of the proceeds of any Credit Extension therefrom (including any refusal by any L/C Issuer 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 Substance on or from any property owned or operated by the relationship Parent 200 Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to the Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Borrowersforegoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Administrative Agent and the Lenders under this Agreement Parent Borrower or any other Loan Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses or reasonable costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action, investigation or proceeding, or as a result of the investigation or the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an IndemniteeParty, and regardless of whether or not an any Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”)thereto; provided that no Indemnitee such indemnity shall not, as to any Indemnitee, be entitled available to indemnification for any Indemnified Liability caused by its own the extent that such losses, claims, damages, liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee or for any loss asserted against it (y) result from a claim brought by another Indemnitee. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement Parent Borrower or any other Loan Document Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, in each case, if the Parent 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. This Section 10.04(c) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, liabilities, or expenses arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 10.05 shall be payable within ten Business Days after demand thereforfrom any non-Tax claim.