Common use of Indemnification by Xxxxxxxx Clause in Contracts

Indemnification by Xxxxxxxx. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including the fees, charges, and disbursements of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, 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 Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent 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 or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 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 Xxxxxxxx. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, Lender 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, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel 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 any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company Related Party of Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Facility Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Advance or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Indemnitee acting in reliance on or from any property owned or operated instruction given by Borrower or any other Company, Indemnitee failing to follow the unlawful or any liability under Environmental Laws related in any way to the or any other Companyunreasonable instructions of Borrower, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyRelated Party of Borrower, 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, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Related Party of Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperFacility Document, if Borrower or another Restricted Company such Related Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 ; provided further that such indemnity shall not apply with respect include Indemnified Taxes or Other Taxes, to Taxes other than any Taxes that represent lossesthe extent governed by Section 2.09, claims, damages, etc. arising from any non-Tax claimor Excluded Taxes.

Indemnification by Xxxxxxxx. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersLetter of Credit 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, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, actually incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Credit Agreement, any other Loan Paper, 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 Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Papers, Documents; (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C the Letter of Credit Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), ; (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Company, of its Subsidiaries; or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEEINDEMNITEE (BUT SUBJECT TO THE FOLLOWING PROVISO); provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses expenses: (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, ; or (yB) result from a claim brought by Borrower Xxxxxxxx or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c)4.01, this Section 15.4 13.06(b) 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 Xxxxxxxx. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and the each L/C IssuersIssuer, each Arranger, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company other Loan Party arising out of, in connection with, or as a result of (but limited, in the case of legal fees and expenses, to the Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of such Indemnitees (which may be a single local (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the Transactions and the other transactions contemplated hereby or thereby, orthereby and, 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 PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either any L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances Materials on or from any property owned owned, leased or operated by the Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or and (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by the Borrower or any other CompanyLoan Party or the Borrower’s or such Loan Party’s directors, shareholders or creditors, 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, CONTRIBUTORY OR SOLE 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 expenses (x) are determined by a court of competent jurisdiction by final and nonappealable determines in a final-non-appealable judgment to have that any such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or of any Related Indemnified Person of such Indemnitee, or (y) result from a claim brought material breach of any obligations of such Indemnitee under any Loan Document by such Indemnitee or (z) any dispute solely among Indemnitees or of any Related Indemnified Person of such Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent (and any sub-agent thereof), Lender, L/C Issuer or Arranger under the Facility and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates. In the case of an investigation, litigation or other Company against proceeding to which the indemnity in this Section 11.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee for breach in bad faith or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of such Indemnitee’s obligations the transactions contemplated hereunder or under any of the other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by Documents is consummated. All amounts due under this Section 11.04(b) (after the determination of a court of competent jurisdiction. Without limiting , if required pursuant to the provisions terms of Section 4.1(c), this Section 15.4 11.04(b)) shall be paid within twenty Business Days after written demand therefor. The agreements in this Section 11.04(b) shall survive the resignation of the Administrative Agent, the L/C Issuer, the replacement of any Lender, the satisfaction of the Termination Conditions. This Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any a non-Tax claimclaim (including a value added tax or similar tax charged with respect to the supply of legal or other services).

Indemnification by Xxxxxxxx. The Borrower shall indemnify and hold harmless the Administrative AgentAgents (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), theeach Lender Representative, each LenderLenderIssuing Bank, each of their respective successors and the L/C Issuers, permitted assigns and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable and documented fees, charges, charges and disbursements of any counsel to the Indemnitees (excluding allocated costs of internal counsel) (limited to one primary outside counsel for any Indemniteeall Indemnitees and one special or local counsel in each relevant jurisdiction and, in the case of an actual conflict of interest of another firm of counsel for all such affected Indemnitees), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any Company 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 PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release or disposal of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or any liability under Environmental Laws Claim related in any way to any Company, or the or violation of any other Companyapplicable Environmental Law, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by the Borrower or any other CompanyLoan 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, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence negligence, bad faith, fraud, or willful misconduct of such IndemniteeIndemnitee (or such Indemnitees’ Related Parties), or (y) result from are attributable to a claim brought by Borrower material breach of such Indemnitee (or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s Related Parties) of its obligations hereunder under the Loan Documents or under any other Loan Paper, if Borrower (z) relate to disputes solely among or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes between Lenders and/or Agents (other than any claims against any Agent in such capacity or in fulfilling its role as an Agent to the extent such disputes do not arise from any act or omission of the Borrower); provided, further, that, for the avoidance of doubt, losses, claims, damages, liabilities or related expenses subject to indemnification or reimbursement under this Section 10.03(b) shall not include Taxes, other than Taxes that represent losses, claims, damages, etc. liabilities or related expenses arising from any non-Tax claim.; provided, further, that, such indemnity for any Issuing Bank shall not include losses incurred by the Issuing Bank due to one or more Lenders defaulting in their obligations to purchase participations of LC Exposure under Section 2.02(d) or to make Revolving Credit Loans under Section 2.02(e) (it being understood that this proviso shall not affect such Issuing Bank’s rights against any Defaulting Lender).

Indemnification by Xxxxxxxx. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, 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 Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either any L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower Environmental Claims or any other Company, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other Companyof its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, thereto IN ALL CASES, CASES WHETHER OR NOT CAUSED BY OR ARISING, ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE 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, 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 or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Xxxxxxxx against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company Xxxxxxxx has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 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 Xxxxxxxx. Borrower shall indemnify Administrative Agent (a) From and any sub-agent thereof)after each applicable Closing, each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including the fees, charges, and disbursements of any counsel for any Indemnitee), and Xxxxxxxx shall indemnify and hold harmless each Indemnitee OpCo, its successors and assigns and its officers, directors, employees, agents and any Person who controls any of the foregoing within the meaning of the Securities Act (each, an "Indemnified OpCo Party") from all and against any liabilities, claims, causes of action, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and time charges disbursements of every kind, nature and disbursements for attorneys who may be employees of any Indemnitee, description incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company arising out of, such Indemnified OpCo Party in connection withtherewith) (collectively, "Losses") that such Indemnified OpCo Party may sustain, suffer or as a incur and that result from, arise out of or relate to (i) the execution or delivery any breach of this Agreement, any other Loan Paper, 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 representations, warranties, covenants or thereby, or, agreements of Xxxxxxxx contained in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, or (ii) any Loan or L/C or the use or proposed use Xxxxxxxx Retained Liability. (b) OpCo acknowledges and agrees that Xxxxxxxx shall not have any Liability under any provision of the proceeds therefrom (including this Agreement for any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, 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 Loss to the extent that such losses, claims, damages, liabilities, Loss relates to the failure to act or related expenses (x) are determined any action taken by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower OpCo or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes Person (other than Xxxxxxxx or any Taxes that represent lossesof its Affiliates in breach of this Agreement) or pursuant to any Transaction Document after the applicable Closing Date. (c) OpCo shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, claimsor does, damagesgive rise thereto, etc. arising from including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to the Loss. (d) Nothing herein shall be deemed to limit or restrict in any non-Tax claimmanner any rights or remedies which OpCo has or may have, at law, in equity or otherwise, against Xxxxxxxx based on a willful misrepresentation or willful breach of any warranty, covenant or agreement by Xxxxxxxx hereunder.

Indemnification by Xxxxxxxx. Borrower The Credit Parties shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Credit Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, 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 Administrative Agent (and any sub-sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any the Term Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyCredit 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, CONTRIBUTORY OR SOLE 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, liabilities or related expenses (x) are determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by not involving an act or omission of Borrower or any other Company against Credit Party and that is brought by an Indemnitee for breach against another Indemnitee (other than against any Agent in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim their capacities as determined by a court of competent jurisdictionsuch). Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.04(b) 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 Xxxxxxxx. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each of its Related Party of any of the foregoing Persons Parties (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, and disbursements of any counsel for any IndemniteeAttorney Costs), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any commitment letter, proposal letter, term sheet, fee letter or any other contractual obligation entered into by or on behalf of Borrower in connection with the foregoing, (iii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer Xxxxxx to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iiiiv) any actual or alleged presence or release Release of Hazardous Substances on Materials at, on, under or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Claim or Environmental Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (ivv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyXxxxxxxx, and regardless of whether any Indemnitee is a party theretothereto or (vi) any government investigation, IN ALL CASESaudit, WHETHER OR NOT CAUSED BY OR ARISINGhearing or enforcement action resulting from Borrower’s or any of its Affiliate’s noncompliance (or purported noncompliance) with any applicable Sanctions, IN WHOLE OR IN PARTother Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEpenalties and other expenses) regardless of whether any adverse finding is made against Borrower or any of its Affiliates); provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paperfurther, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), that this Section 15.4 9.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim. To the extent that the indemnity set forth above in this paragraph shall be held to be unenforceable in whole or in part because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified amounts incurred by Indemnitees or any of them.

Indemnification by Xxxxxxxx. The Borrower shall indemnify the Administrative Agent (and any sub-agent subagent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee; provided that such legal expenses shall be limited to the reasonable fees, disbursements and other charges of one primary counsel, one local counsel in each relevant jurisdiction, to the extent reasonably necessary, one specialty counsel for each relevant specialty and one additional counsel to each group of affected Persons similarly situated if one or more conflicts of interest, or perceived conflicts of interest, arise), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including the Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or therebythereby (including any Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release Release of Hazardous Substances on Materials at, on, under or emanating from any property owned owned, leased or operated by the Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by the Borrower or any other CompanyLoan 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, CONTRIBUTORY OR SOLE 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, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties or (B) a material breach of such Indemnitee’s or any of its Related Parties’ obligations hereunder or under any other Loan Document, or (y) result from a claim brought by dispute solely among Indemnitees and not arising out of any act or omission of the Borrower or any of its Subsidiaries or Affiliates (other Company than any claim against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim capacity or in fulfilling its role as determined by a court of competent jurisdictionan Arranger or the Administrative Agent hereunder). Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.04(b) 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 Xxxxxxxx. Borrower Except as set forth in Section 8.5(a)(i) above, the Loan Parties, jointly and severally, shall indemnify Administrative Agent (and any sub-agent thereof)Agent, each Lender, and the L/C Issuers, Lender and each Related Party of any of the foregoing Persons Agent and each Lender (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or any other Loan Party), and in all cases, whether or not caused by any Company or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such Indemnitee, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any the Term Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) the SPAC Transaction, (iv) any actual or alleged presence or release of Hazardous Substances hazardous materials on or from any property owned or operated by Borrower or any other CompanyLoan Party, or any environmental liability under Environmental Laws related in any way to the or any other CompanyLoan Parties, or (ivv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or Xxxxxxxx, any other CompanyLoan 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 such Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by ​ ​ Presto Credit Agreement 77 ​ ​ ​ ​ final and nonappealable non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 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 Xxxxxxxx. Borrower shall indemnify Administrative Agent (and any sub-agent thereof)Agent, each Lender, and the L/C Issuers, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company Related Party of Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Facility Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersFacility Documents, (ii) any Loan or L/C Advance or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, or (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyRelated Party of Borrower, 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, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall have any liability for any special, indirect, consequential or (y) result from a claim brought by Borrower punitive damages relating to this Agreement or any other Company against an Indemnitee for breach Facility Document or arising out of its activities in bad faith of such Indemnitee’s obligations hereunder connection herewith or under any other Loan Paper, if Borrower therewith (whether before or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionafter the date hereof). Without limiting the provisions of This Section 4.1(c), this Section 15.4 8(f) 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 Xxxxxxxx. The Borrower shall indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), the Lender Representative, each Lender, each of their respective successors and the L/C Issuers, permitted assigns and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable and documented fees, charges, charges and disbursements of any counsel to the Indemnitees (excluding allocated costs of internal counsel) (limited to one primary outside counsel for any Indemniteeall Indemnitees and one special or local counsel in each relevant jurisdiction and, in the case of an actual conflict of interest of another firm of counsel for all such affected Indemnitees), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any Company 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 PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release Release or threatened Release or disposal of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or any liability under Environmental Laws Claim related in any way to any Company, or the or violation of any other Companyapplicable Environmental Law, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by the Borrower or any other CompanyLoan 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, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence negligence, bad faith, fraud, or willful misconduct of such IndemniteeIndemnitee (or such Indemnitees’ Related Parties), or (y) result from are attributable to a claim brought by Borrower material breach of such Indemnitee (or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s Related Parties) of its obligations hereunder under the Loan Documents or under any other Loan Paper, if Borrower (z) relate to disputes solely among or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes between Lenders and/or Agents (other than any claims against any Agent in such capacity or in fulfilling its role as an Agent to the extent such disputes do not arise from any act or omission of the Borrower); provided, further, that, for the avoidance of doubt, losses, claims, damages, liabilities or related expenses subject to indemnification or reimbursement under this Section 10.03(b) shall not include Taxes, other than Taxes that represent losses, claims, damages, etc. liabilities or related expenses arising from any non-Tax claim.

Indemnification by Xxxxxxxx. The Borrower shall indemnify the Administrative Agent (and any sub-agent subagent thereof), each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee; provided that such legal expenses shall be limited to the reasonable fees, disbursements and other charges of one primary counsel, one local counsel in each relevant jurisdiction, to the extent reasonably necessary, one specialty counsel for each relevant specialty and one additional counsel to each group of affected Persons similarly situated if one or more conflicts of interest, or perceived conflicts of interest, arise), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including the Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or therebythereby (including any Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either an L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances on Materials at, on, under or emanating from any property owned owned, leased or operated by the Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by the Borrower or any other CompanyLoan 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, CONTRIBUTORY OR SOLE 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, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties or (B) a material breach of such Indemnitee’s or any of its Related Parties’ obligations hereunder or under any other Loan Document, or (y) result from a claim brought by dispute solely among Indemnitees and not arising out of any act or omission of the Borrower or any of its Subsidiaries or Affiliates (other Company than any claim against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim capacity or in fulfilling its role as determined by a court of competent jurisdictionan Arranger, the Administrative Agent, the Swing Line Lender or an L/C Issuer hereunder). Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.04(b) 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 Xxxxxxxx. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each LenderArranger, each Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company 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 Paper, 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 Administrative Agent (and any sub-sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either any L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan 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, CONTRIBUTORY OR SOLE 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, 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 or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim not involving an act or omission of Borrower and that is brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.against another

Indemnification by Xxxxxxxx. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), ) and each Lender, and the L/C Issuers, 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, obligations and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company Person arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, 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 PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any the Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances on Materials in, on, under, from or from affecting any real property owned owned, operated or operated leased by Borrower, any Loan Party, or any Environmental Liability in any way related to or affecting Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other CompanyLoan Party, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESincluding, WHETHER OR NOT CAUSED BY OR ARISINGwithout limitation, IN WHOLE OR IN PART(A) the reasonable costs of assessment, OUT OF THE COMPARATIVEcontainment and/or removal of any and all Hazardous Materials from all or any portion of any real property owned, CONTRIBUTORYoperated or leased by Borrower or any Loan Party, OR SOLE NEGLIGENCE OF THE INDEMNITEE(B) the reasonable costs of any necessary actions taken in response to a release or threat of release of any Hazardous Materials on, in, under or affecting all or any portion of any real property owned, operated or leased by Borrower or any Loan Party to prevent or minimize such release or threat of release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (C) costs incurred to comply with the Environmental Laws in connection with all or any portion of any real property owned, operated or leased by Borrower or any Loan Party; provided, provided that such indemnity set forth above in (i), (ii), (iii), and (iv) of this Section 10.04(b) shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, 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 or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 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 Xxxxxxxx. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including the fees, charges, and disbursements of any counsel for any Indemnitee), and Parties shall indemnify and hold harmless each Indemnitee Agent-Related Person, each Lender and each of their respective Affiliates and their respective partners, trustees, administrators, managers, advisors, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all fees and time charges liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements for attorneys who may be employees (including Attorney Costs) of any Indemniteekind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by any Company arising out of, of or in connection with, with or as a result of (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any Loan Document or any other Loan Paperagreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby (including, without limitation, the Indemnitees’ reliance on any Communication executed using an Electronic Signature, or any agreement or instrument contemplated hereby or therebyin the form of an Electronic Record), 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-sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (iib) any Commitment, Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either an L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iiic) any actual or alleged presence or release of Hazardous Substances Materials on or from any property currently or formerly owned or operated by Borrower the Borrower, the Parent, any Consolidated Entity or any other CompanyLoan Party, or any liability under Environmental Laws Liability related in any way to the Borrower, the Parent, any Consolidated Entity or any other CompanyLoan Party, or (ivd) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by Borrower defense of any pending or any other Companythreatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, PART OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilitiesactions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the (i) such Indemnitee’s gross negligence or willful misconduct misconduct, (ii) a material breach by such Indemnitee of such Indemnitee, its obligations under this Agreement or (yiii) result from a claim brought by disputes solely among Indemnitees (other than any claims against any Indemnitee in its capacity as the Administrative Agent or an Arranger or any similar role under this Agreement) and not arising out of or involving any act or omission of the Borrower or any of Parent’s Subsidiaries or Affiliates (including its officers, directors, employees or controlling persons). No Indemnitee shall be liable for any damages arising from the use by others of any information or other Company against an materials obtained through the Platform or any other similar information transmission system that is approved by the Borrower, such approval not to be unreasonably withheld, conditioned or delayed, or any electronic messaging service in connection with this Agreement, nor shall any Indemnitee or any party to this Agreement have any liability for breach in bad faith of such Indemnitee’s obligations hereunder any indirect or under consequential damages relating to this Agreement or any other Loan PaperDocument or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 10.04 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, if Borrower the replacement of any Lender, the termination of the Commitments 4887-6582-6072 v.11 and the repayment, satisfaction or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court discharge of competent jurisdictionall the other Obligations. Without limiting the provisions of Section 4.1(c3.01(d), this Section 15.4 10.04 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 Xxxxxxxx. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), Arranger, each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, chargesdisbursements and other charges of a single counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and disbursements in the case of any an 4877- 6131- 2829 v.16 95 actual or perceived conflict of interest, additional counsel for any Indemniteein each relevant jurisdiction to the affected Indemnitees), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, 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 Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan 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, CONTRIBUTORY OR SOLE 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, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have (x) resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or (B) such Indemnified Party’s material breach of its obligations under this Agreement or any other Loan Document, or (y) result from arisen out of a claim brought by Borrower dispute solely between or among Indemnified Parties (but excluding any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder disputes involving Administrative Agent or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment Arranger acting in its favor on capacity or fulfilling its role as Administrative Agent, Arranger or similar role); provided, further, that, so long as no Event of Default shall have occurred and be continuing at such claim time, the consent of Borrower (which consent shall not be unreasonably withheld or delayed) shall be required with respect to the settlement of any dispute arising out of, in connection with, or as determined by a court result of competent jurisdictionclauses (i)-(iv) of this Section 10.05(b). Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.05(b) shall not apply with respect to (i) Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.claim or (ii) increased cost matters of the type described in Section 3.04. (c)

Indemnification by Xxxxxxxx. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, 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 Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Claim or Environmental Liability related in any way to any member of the or any other CompanyConsolidated Group, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other Companymember of the Consolidated Group, 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, CONTRIBUTORY OR SOLE 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, 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 or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower Xxxxxxxx or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c3.01(d), this Section 15.4 11.04(b) 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 Xxxxxxxx. Borrower shall indemnify Administrative each Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party thereof, and each Lender, the Letter of any Credit Issuer and each of the foregoing Persons their respective Affiliates, directors, officers, employees, counsel, agents and attorneys in fact (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Borrower Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Credit Agreement, any other Loan Paper, 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 Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Papers, Documents; (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C the Letter of Credit Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), ; or (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyBorrower 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, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses expenses: (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee, ; or (yB) result from a claim brought by Borrower or any other Company Borrower Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Borrower Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction; or (C) result from any settlement by any Indemnitee of any claim or threatened claim that is otherwise subject to indemnification under this Section 13.06(b) unless Borrower has consented in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed; or (D) to the extent resulting from any dispute among Indemnitees (or their Related Parties); provided that the Administrative Agent to the extent fulfilling its role as an agent under this Credit Agreement or the other Loan Documents in its capacity as such, shall remain indemnified. Without limiting the provisions For avoidance of Section 4.1(c)doubt, this Section 15.4 13.06(b) 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 Xxxxxxxx. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Company 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 Paper, 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 Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower Borrower, CNL HP or any other CompanyOwner, or any liability under Environmental Laws Liability related in any way to the Borrower, CNL HP, any Owner or any other CompanyTenant, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, thereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE 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, 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 or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 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 Xxxxxxxx. Borrower shall indemnify Administrative Agent Subject to Section 10.5.2 (and any sub-agent thereofClaims under the Supply Agreement), each LenderXXXXXXXX shall indemnify, defend and the L/C Issuershold harmless Company, its Affiliates, and each Related Party of any of the foregoing Persons its and their respective employees, officers, directors, agents and Sublicensees (each such Person being called an each, a “IndemniteeCompany Indemnified Party”), against, ) from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities, settlements, penalties, fines and related expenses (including the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable attorneys’ fees and time charges and disbursements for attorneys who expenses) (collectively, “Liability”) that the Company Indemnified Party may be employees of any Indemnitee, incurred by any Indemnitee required to pay to one or asserted against any Indemnitee by any third party more Third Parties to the extent resulting from or by any Company arising out of, in connection with, : (a) any HUTCHMED representation or as a result warranty set forth herein being untrue when made or any breach by HUTCHMED of any of its covenants or obligations hereunder; or (ib) the execution gross negligence or delivery willful misconduct by or of this AgreementHUTCHMED, any other Loan Paper, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of its Affiliates and their respective obligations hereunder or thereunderofficers, or the consummation of the transactions contemplated hereby or therebydirectors, oragents and sublicensees (other than Company, in the case of Administrative Agent its Affiliates and their respective officers, directors, agents and (and any sub-agent thereofsub)licensees) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C), activities contemplated by this Agreement; (iiic) any actual claims arising from or alleged presence related to HUTCHMED’s, its Affiliates’ or release of Hazardous Substances on their respective officers’, directors’, agents’ or from any property owned or operated by Borrower or any sublicensees’ (other than Company, its Affiliates and their respective officers, directors, agents and (sub)licensees) research, Development or Manufacture of the Licensed Compound; or (d) any liability under Environmental Laws claims arising from or related in any way to the Development, Manufacture, Commercialization or any other exploitation of the Licensed Compound or Licensed Products by or on behalf of HUTCHMED, its Affiliates or sublicensees (other than Company, or its Affiliates and their respective officers, directors, agents and (ivsub)licensees) any actual or prospective claimin the Restricted Territory; except in each case, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by Borrower or any other Company, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, or related expenses (x) are determined caused by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeCompany or any Company Indemnified Party, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined this Agreement by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimCompany.

Indemnification by Xxxxxxxx. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender, Lender and the L/C Issuerseach 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, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party or by any Company arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan PaperDocument, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer an Issuing Bank to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Substances on Materials on, at, under or from any property owned owned, leased or operated by Borrower or any other CompanyCompany at any time, or any liability under Environmental Laws Claim related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan 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, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, 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 or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower Xxxxxxxx or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 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 Xxxxxxxx. Borrower shall indemnify Administrative each Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party thereof, and each Lender, the Letter of any Credit Issuer and each of the foregoing Persons their respective Affiliates, directors, officers, employees, counsel, agents and attorneys in fact (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Borrower Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Credit Agreement, any other Loan Paper, 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 Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Papers, Documents; (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C the Letter of Credit Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), ; or (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyBorrower 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, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses expenses: (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee, ; or (yB) result from a claim brought by Borrower or any other Company Borrower Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Borrower Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction; or (C) result from any settlement by any Indemnitee of any claim or threatened claim that is otherwise subject to indemnification under this Section 13.06(b) unless Borrower has consented in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed; or (D) to the extent resulting from any dispute among Indemnitees (or their Related Parties); provided that the Administrative Agent to the extent fulfilling its role as an agent under this Credit Agreement or the other Loan Documents in its capacity as such, shall remain indemnified. Without limiting the provisions For avoidance of Section 4.1(c)doubt, this Section 15.4 13.06(b) shall not apply with respect to 4890-4745-6322 v.15 135 Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Xxxxxxxx. Borrower shall indemnify Administrative each Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party thereof, and each Lender, the Letter of any Credit Issuer and each of the foregoing Persons their respective Affiliates, directors, officers, employees, counsel, agents and attorneys in fact (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Borrower Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Credit Agreement, any other Loan Paper, Document or any 126 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 Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Papers, Documents; (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C the Letter of Credit Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), ; or (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyBorrower 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, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses expenses: (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, ; or (yB) result from a claim brought by Borrower or any other Company Borrower Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Borrower Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction; or (C) result from any settlement by any Indemnitee of any claim or threatened claim that is otherwise subject to indemnification under this Section unless Borrower has consented in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed; or (D) to the extent resulting from any dispute among Indemnitees (or their Related Parties); provided that the Administrative Agent to the extent fulfilling its role as an agent under this Credit Agreement or the other Loan Documents in its capacity as such, shall remain indemnified. Without limiting the provisions For avoidance of Section 4.1(c)doubt, this Section 15.4 13.06(b) 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 Xxxxxxxx. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), Sole Lead Arranger, and each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, reasonable and documented fees and disbursements of any counsel for an Indemnitee in connection with the assertion of any Indemnitee)claim, loss, demand, damages, penalties, liabilities or any investigative, administrative or judicial proceeding commenced or threatened, whether or not Administrative Agent, any Lender, or Sole Lead Arranger shall be designated a party thereto, court costs and shall indemnify costs of appeal at all appellate levels, investigation and hold harmless each Indemnitee from all consultant fees and time charges and disbursements for attorneys who may be employees of any Indemniteelitigation expenses), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company Person (including Borrower) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any claim by any Person (including any Broker) that such Person acted on behalf of Borrower in connection with the transactions contemplated herein, or (v) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyXxxxxxxx, 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, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, 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 or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Company Xxxxxxxx against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company Xxxxxxxx has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (z) result from a claim not involving an act or omission of Xxxxxxxx and that is brought by an Indemnitee against another Indemnitee (other than against the arranger or Administrative Agent in their capacities as such). Without limiting the provisions of Section 4.1(c), this Section 15.4 This clause (b) 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 Xxxxxxxx. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C IssuersBank, and each Related Party of any of the foregoing Persons Bank (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related reasonable and documented expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, Indemnitee incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company Person (including Borrower) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Papers, (ii) any Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other CompanyBorrower, or any liability under Environmental Laws Liability related in any way to the or any other CompanyBorrower, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether other than those brought by a third party or by Borrower or any other CompanyXxxxxxxx, 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, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, 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 or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Xxxxxxxx against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company Xxxxxxxx has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of This Section 4.1(c), this Section 15.4 7.3(b) 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 Xxxxxxxx. Borrower shall indemnify Administrative each Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party thereof, and each Lender, the Letter of any Credit Issuer and each of the foregoing Persons their respective Affiliates, directors, officers, employees, counsel, agents and attorneys in fact (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including Borrower or by any Company other Borrower Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Credit Agreement, any other Loan Paper, 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 Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Papers, Documents; (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C the Letter of Credit Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), ; or (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other Company, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyBorrower 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, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses expenses: (xA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, ; or (yB) result from a claim brought by Borrower or any other Company Borrower Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Borrower Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction; or (C) result from any settlement by any Indemnitee of any claim or threatened claim that is otherwise subject to indemnification under this Section unless Borrower has consented in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed; or (D) to the extent resulting from any dispute among Indemnitees (or their Related Parties); provided that the Administrative Agent to the extent fulfilling its role as an agent under this Credit Agreement or the other Loan Documents in its capacity as such, shall remain indemnified. Without limiting the provisions For avoidance of Section 4.1(c)4857-3757-1665 v.17 127 doubt, this Section 15.4 13.06(b) 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 Xxxxxxxx. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each ) and Lender, and the L/C Issuers, 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, obligations and related expenses (including the fees, charges, charges and disbursements of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company Person arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, 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 PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any the Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iii) any actual or alleged presence or release of Hazardous Substances on Materials in, on, under, from or from affecting any real property owned owned, operated or operated leased by Borrower, any Loan Party, or any Environmental Liability in any way related to or affecting Borrower or any other Company, or any liability under Environmental Laws related in any way to the or any other CompanyLoan Party, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyLoan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESincluding, WHETHER OR NOT CAUSED BY OR ARISINGwithout limitation, IN WHOLE OR IN PART(A) the reasonable costs of assessment, OUT OF THE COMPARATIVEcontainment and/or removal of any and all Hazardous Materials from all or any portion of any real property owned, CONTRIBUTORYoperated or leased by Borrower or any Loan Party, OR SOLE NEGLIGENCE OF THE INDEMNITEE(B) the reasonable costs of any necessary actions taken in response to a release or threat of release of any Hazardous Materials on, in, under or affecting all or any portion of any real property owned, operated or leased by Borrower or any Loan Party to prevent or minimize such release or threat of release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (C) costs incurred to comply with the Environmental Laws in connection with all or any portion of any real property owned, operated or leased by Borrower or any Loan Party; provided, provided that such indemnity set forth above in (i), (ii), (iii), and (iv) of this Section 10.04(b) shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, 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 or willful misconduct of such Indemnitee, Indemnitee or (y) result from a claim brought by Borrower or any other Company Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if Borrower or another Restricted Company such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 4.1(c), this Section 15.4 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 Xxxxxxxx. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, Lender and the each L/C IssuersIssuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the reasonable fees, charges, charges and disbursements of any counsel for any Indemnitee; provided that such legal expenses shall be limited to the reasonable fees, disbursements and other charges of one primary counsel, one local counsel in each relevant jurisdiction, to the extent reasonably necessary, one specialty counsel for each relevant specialty and one additional counsel to each group of affected Persons similarly situated if one or more conflicts of interest, or perceived conflicts of interest, arise), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party Person (including the Borrower or by any Company other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder, 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 PapersDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either an L/C Issuer to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release Release of Hazardous Substances on Materials at, on, under or emanating from any property owned owned, leased or operated by the Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by the Borrower or any other CompanyLoan 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, CONTRIBUTORY OR SOLE 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, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (A) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties or (B) a material breach of such Indemnitee’s or any of its Related Parties’ obligations hereunder or under any other Loan Document, or (y) result from a claim brought by dispute solely among Indemnitees and not arising out of any act or omission of the Borrower or any of its Subsidiaries or Affiliates (other Company than any claim against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Paper, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim capacity or in fulfilling its role as determined by a court of competent jurisdictionan Arranger, the Administrative Agent, the Swing Line Lender or an L/C Issuer hereunder). Without limiting the provisions of Section 4.1(c3.01(c), this Section 15.4 10.04(b) 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 Xxxxxxxx. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, Lender and the L/C IssuersIssuing 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, liabilitiespenalties, liabilities and related expenses (other than the allocated costs of in-house counsel but including the reasonable and documented out-of-pocket fees, charges, charges and disbursements of any (x) one counsel for all Indemnitees, (y) if deemed necessary by the Administrative Agent, one firm of local counsel in each appropriate jurisdiction for all Indemnitees and (z) in the case of an actual or perceived conflict of interest with respect to any Indemnitee, of another firm of counsel for such affected Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Paper, 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 Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments, (ii) any Loan or L/C Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer the Issuing Lender to honor a demand for payment under an L/C a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such L/CLetter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances Materials on or from any property owned or operated by Borrower or any other Companyof its Subsidiaries, or any liability under Environmental Laws Liability related in any way to the Borrower or any other Companyof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower or any other CompanyXxxxxxxx, and regardless of whether any Indemnitee is a party thereto, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the comparative, CONTRIBUTORY, OR SOLE NEGLIGENCE OF THE INDEMNITEEcontributory or sole 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, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) result from a claim brought by Borrower or any other Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan PaperDocument, if ​ Borrower or another Restricted Company has obtained a final and nonappealable non-appealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (z) result from or related to any dispute that does not arise out of any act or omission on the part of the Borrower or its Subsidiaries or Affiliates brought by one Indemnitee against any other Indemnitee (other than any dispute against the Administrative Agent or any arranger in its capacity as such). Without limiting the provisions of Section 4.1(c)3.1, this Section 15.4 10.4(b) 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 Xxxxxxxx. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including the fees, charges, and disbursements of any counsel for any Indemnitee), and Parties shall indemnify and hold harmless each Indemnitee Agent-Related Person, each Lender and each of their respective Affiliates and their respective partners, trustees, administrators, managers, advisors, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all fees and time charges liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements for attorneys who may be employees (including Attorney Costs) of any Indemniteekind or nature whatsoever which may at any time be imposed on, incurred by any Indemnitee or asserted against any such Indemnitee by in any third party way relating to or by any Company arising out of, of or in connection with, with or as a result of (ia) the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, any Loan Document or any other Loan Paperagreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby (including, without limitation, the Indemnitees’ reliance on any Communication executed using an Electronic Signature, or any agreement or instrument contemplated hereby or therebyin the form of an Electronic Record), 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-sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan PapersDocuments (including in respect of any matters addressed in Section 3.01), (iib) any Commitment or Loan or L/C or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer to honor a demand for payment under an L/C if the documents presented in connection with such demand do not strictly comply with the terms of such L/C)therefrom, (iiic) any actual or alleged presence or release of Hazardous Substances Materials on or from any property currently or formerly owned or operated by Borrower the Borrower, the Parent, any Consolidated Entity or any other CompanyLoan Party, or any liability under Environmental Laws Liability related in any way to the Borrower, the Parent, any Consolidated Entity or any other CompanyLoan Party, or (ivd) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theorytheory (including any investigation of, whether brought by a third party preparation for, or by Borrower defense of any pending or any other Companythreatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party theretothereto (all the foregoing, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, PART OUT OF THE COMPARATIVE, CONTRIBUTORY, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilitiesactions, judgments, suits, costs, expenses or related expenses (x) disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the (i) such Indemnitee’s gross negligence or willful misconduct misconduct, (ii) a material breach by such Indemnitee of such Indemnitee, its obligations under this Agreement or (yiii) result from a claim brought by disputes solely among Indemnitees (other than any claims against any Indemnitee in its capacity as the Administrative Agent or an Arranger or any similar role under this Agreement) and not arising out of or involving any act or omission of the Borrower or any of Parent’s Subsidiaries or Affiliates (including its officers, directors, employees or controlling persons). No Indemnitee shall be liable for any damages arising from the use by others of any information or other Company against an materials obtained through the Platform or any other similar information transmission system that is approved by the Borrower, such approval not to be unreasonably withheld, conditioned or delayed, or any electronic messaging service in connection with this Agreement, nor shall any Indemnitee or any party to this Agreement have any liability for breach in bad faith of such Indemnitee’s obligations hereunder any indirect or under consequential damages relating to this Agreement or any other Loan PaperDocument or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 10.04 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, if Borrower the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court discharge of competent jurisdictionall the other Obligations. Without limiting the provisions of Section 4.1(c3.01(d), this Section 15.4 10.04 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 Xxxxxxxx. (a) The Borrower shall hereby agrees to indemnify Administrative Agent (and any sub-agent thereof), each Lender, and the L/C Issuers, Secured Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including the all fees, charges, costs and disbursements expenses of any counsel 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 any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Company Loan Party arising out of, in connection with, or as a result of of: (i) the execution or delivery of this Agreement, any other Loan PaperTransaction Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder, thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, or the administration of this Agreement and the (other Loan Papers, than expenses that do not constitute out-of-pocket expenses) or enforcement thereof; (ii) any Loan or L/C Senior Debt or the use or proposed use of the proceeds therefrom (including any refusal by either L/C Issuer any Holder of Senior Debt to honor a any demand for payment under an L/C any Senior Debt Instrument, as applicable, if the documents presented in connection with such demand do not strictly comply with the terms of such L/Cthe applicable Senior Debt Instrument), ; (iii) any actual or alleged presence presence, Release or release threatened Release of Hazardous Substances Materials in violation of Environmental Laws or that can reasonably result in an Environmental Claim on or from the Project or any property owned or operated by Borrower or any other CompanyLoan Party, or any Environmental Affiliate or any liability under pursuant to an Environmental Laws Law related in any way to the Project or any other CompanyLoan Party, except for Releases of Hazardous Materials that are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any Indemnitee; (iv) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by Borrower any Loan Party or any other Companyof the Borrower’s members, managers or creditors, and regardless of whether any Indemnitee is a party theretothereto and whether or not any of the transactions contemplated hereunder or under any of the other Financing Documents is consummated, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVEout of the comparative, CONTRIBUTORYcontributory or sole negligence of the Indemnitee; or (v) any claim, OR SOLE NEGLIGENCE OF THE INDEMNITEEdemand or liability for broker’s or finder’s or placement fees or similar commissions, whether or not payable by any Loan Party, alleged to have been incurred in connection with such transactions, other than any broker’s or finder’s fees payable to Persons engaged by any Holder of Senior Debt or Affiliates or Related Parties thereof; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the (i) bad faith, gross negligence or willful misconduct of such IndemniteeIndemnitee or (ii) the material breach of such Indemnitee of its express obligations under the Financing Documents by such Indemnitee in performing its obligations under this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, or (y) result shall have arisen from a dispute between or among the Indemnitees or from a claim brought by Borrower of an Indemnitee against another Indemnitee (in each case, other than any dispute involving claims against the Intercreditor Agent or any other Company against an Indemnitee for breach in its capacity as a Joint Lead Arranger, Joint Lead Bookrunner, agent or similar role hereunder, unless such claims arise from (i) the bad faith faith, gross negligence or willful misconduct of such Indemnitee’s Indemnitee or (ii) the material breach of such Indemnitee of its express obligations hereunder under the Financing Documents by such Indemnitee in performing its obligations under this Agreement or under any other Loan PaperFinancing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein (in each case, if Borrower or another Restricted Company has obtained a final and nonappealable judgment in its favor on such claim as to the extent determined by a court of competent jurisdictionjurisdiction by final and non-appealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or (B) the material breach of such Indemnitee of its express obligations under the Financing Documents by such Indemnitee in performing its obligations under this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein)), which in either case is not the result of an act or omission of the Borrower or any of its Affiliates. (b) To the extent that the Borrower for any reason fails to pay in full any amount required under Section 5.6 (Costs and Expenses) or Section 5.9(a) (Indemnification by Borrower) above to be paid by it to the Intercreditor Agent or any Related Party thereof or the Common Security Trustee or any Related Party thereof, each Secured Debt Holder severally agrees to pay to the Intercreditor Agent, the Common Security Trustee, or such Related Party, as the case may be, such Secured Debt Holder’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Intercreditor Agent, the Common Security Trustee or the applicable Related Party, in its capacity as such. Without limiting The obligations of the Secured Debt Holders to make payments pursuant to this Section 5.9(b) (Indemnification by Borrower) are several and not joint and shall survive the payment in full of the Obligations and the termination of this Agreement. The failure of any Secured Debt Holder to make payments on any date required hereunder shall not relieve any other Secured Debt Holder of its corresponding obligation to do so on such date, and no Secured Debt Holder shall be responsible for the failure of any other Secured Debt Holder to do so. (c) All amounts due under this Section 5.9 (Indemnification by Xxxxxxxx) shall be payable not later than thirty (30) days after demand therefor. (d) The provisions of Section 4.1(c), this Section 15.4 5.9 (Indemnification by Borrower) shall not apply with respect to Taxes supersede Section 2.16 (Increased Costs) and Section 2.18 (Taxes) of the Working Capital Facility Agreement and similar provisions of any other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimSecured Debt Instrument.