Common use of Indemnification by Xxxxxxxx Clause in Contracts

Indemnification by Xxxxxxxx. In consideration of the execution and delivery of this Agreement by Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunder, Xxxxxxxx hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”) of a single firm of counsel for all Lender Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Lender Parties), and, if reasonably necessary, by a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Lender Parties taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of local counsel in each relevant jurisdiction for similarly affected Lender Parties), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, or (f) such Loan Party’s general operation of its business including all product liability out of or in connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Service; provided that Borrower shall not have any obligation hereunder to any Lender Party with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from (i) the gross negligence, bad faith or willful misconduct of such Lender Party (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) intentional breach by such Lender Party of its material obligations hereunder or any other Loan Document (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any proceeding between and among Lenders (other than any claims against a Lender Party in its capacity as an Agent) that does not involve an act or omission by Borrower or any other Subsidiary of Borrower. Each Lender Party shall be obligated to refund or return any and all amounts paid by the Borrower pursuant to this Section 10.5 to such Lender Party for any fees, expenses, or damages to the extent such Lender Party is not entitled to payment of such amounts in accordance with the terms hereof. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.

Indemnification by Xxxxxxxx. In consideration Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the execution and delivery of this Agreement by Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, Xxxxxxxx hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated reasonable and documented costs, expenses (including Legal Costs (collectivelythe reasonable and documented fees, the “Indemnified Liabilities”) charges and disbursements of a single any one firm of counsel for the Administrative Agent or any Lender collectively, (if applicable) one local counsel in each appropriate jurisdiction for all Lender Parties, taken as a whole (such persons and, in the case of an actual or perceived a conflict of interestinterest between such persons, one additional firm of counsel for all similarly affected Lender Parties), and, if reasonably necessary, by a single firm of local counsel in each relevant jurisdiction (which may include a single firm to each group of special counsel acting in multiple jurisdictions) for all Lender Parties such affected persons similarly situated taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of local counsel in each relevant jurisdiction for similarly affected Lender Partieswhole), incurred by Lender any Indemnitee or asserted against any Indemnitee by any Person (including Borrower), other than by such Indemnitee and its Related Parties or any of them as a result of, or arising out of, in connection with, or relating as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the Advances or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials with respect to the RDU Facility or otherwise on or from any Loan Party Real Estate Asset, any actual or alleged Hazardous Materials Activity related in any way to the RDU Facility or Borrower or any of their respective officersSubsidiaries or any actual or alleged violation of Environmental Law or Environmental Action related in any way to the RDU Facility or Borrower or any of their respective Subsidiaries (except to the extent caused, directors contributed to or agentsexacerbated by any Indemnitee), including, without limitation, or (aiv) any tender offeractual or prospective claim, mergerlitigation, purchase of equity interests, purchase of assets investigation or other similar transaction financed or proposed proceeding relating to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loansforegoing, (b) the usewhether ​ ​ ​ ​ AMERICAS 120651159 142 ​ ​ ​ based on contract, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower tort or any other Loan Partytheory, (c) whether brought by a third party or by Xxxxxxxx, and regardless of whether any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, or (f) such Loan Party’s general operation of its business including all product liability out of or in connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of Indemnitee is a Product or the provision of a Serviceparty thereto; provided that Borrower such indemnity shall not have any obligation hereunder not, as to any Lender Party with respect to Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (i) the bad faith, gross negligence, bad faith negligence or willful misconduct of such Lender Party Indemnitee or (y) result from a claim brought by Xxxxxxxx against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower have obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) intentional breach by such Lender Party of its material obligations hereunder or any other Loan Document (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any proceeding between and among Lenders (jurisdiction. This Section 9.02 shall not apply with respect to Taxes other than any Taxes that represent losses, claims against a Lender Party in its capacity as an Agent) that does not involve an act or omission by Borrower or any other Subsidiary of Borrower. Each Lender Party shall be obligated to refund or return any and all amounts paid by the Borrower pursuant to this Section 10.5 to such Lender Party for any fees, expenses, or damages to the extent such Lender Party is not entitled to payment of such amounts in accordance with the terms hereof. If and to the extent that the foregoing undertaking may be unenforceable for arising from any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementnon-Tax claim.

Indemnification by Xxxxxxxx. In consideration of the execution and delivery of this Agreement by Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunder, Xxxxxxxx hereby agrees to indemnify, exonerate Gossamer shall indemnify and hold Agentharmless Chiesi, each Lender its Affiliates and each of the their respective directors, officers, directors, employees, Affiliates employees and agents (collectively, the “Chiesi Indemnified Parties”), from, against and in respect of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suitsdamages, losses, liabilities, damages costs (including costs of investigation, defense), fines, penalties, government orders, taxes, expenses or amounts paid in settlement (in each case, including reasonable attorneys’ and experts fees and expenses), including Legal Costs resulting from a claim or action of a Third Party or Governmental Authority (collectively, the “Indemnified LiabilitiesLosses”) of a single firm of counsel for all Lender Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Lender Parties), and, if reasonably necessary, by a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Lender Parties taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of local counsel in each relevant jurisdiction for similarly affected Lender Parties), incurred or suffered by Lender the Chiesi Indemnified Parties or any of them as a result of, or arising out of, of or directly or indirectly relating to any Loan Party or any of their respective officers, directors or agents, including, without limitation, to: (a) any tender offerbreach of, mergeror inaccuracy in, purchase of equity interestsany representation or warranty made by Gossamer or Gossamer Parent in this Agreement, purchase of assets or other similar transaction financed any breach or proposed to be financed in whole or in part, directly or indirectly, with the proceeds violation of any covenant or agreement of the Loans, Gossamer in or pursuant to this Agreement; (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other Loan Party, (ci) any violation Exploitation of any Environmental Laws with respect a Licensed Compound or Licensed Product prior to conditions at any property owned the Effective Date or leased by any Loan Party or following the operations conducted thereon, (d) the investigation, cleanup or remediation effective date of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement termination of this Agreement or any other Loan Document by any Lender Party, (ii) [***] or (f) such Loan Party’s general operation of its business including all product liability out of or in connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Service; provided that Borrower shall not have any obligation hereunder to any Lender Party with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from (ic) the gross negligence, bad faith intentional misconduct or willful misconduct violation of such Lender Party (as determined Law by a court or of competent jurisdiction in a final Gossamer, its Affiliates and non-appealable decision)their respective directors, (ii) intentional breach by such Lender Party of its material obligations hereunder officers, employees and agents or any other Loan Document (as determined of them, except, in each case, to the extent caused by a court and attributable to the gross negligence, willful misconduct, or violation of competent jurisdiction in a final and non-appealable decision) Law of or (iii) any proceeding between and among Lenders (other than any claims against a Lender Party in its capacity as an Agent) that does not involve an act or omission by Borrower Chiesi or any of the other Subsidiary Chiesi -79- Indemnified Parties, or any breach or violation of Borrower. Each Lender Party shall be obligated to refund any covenant or return any and all amounts paid by the Borrower agreement in or pursuant to this Section 10.5 to such Lender Party for Agreement by Chiesi or any feesof the other Chiesi Indemnified Parties. For clarity, expenses, Losses shall not include any losses or damages to sustained by any Chiesi Indemnified Party as a result of the extent such Lender Party is not entitled to payment actions described in clauses (a) through (c) of such amounts in accordance with the terms hereof. If and immediately preceding sentence, except to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees such losses or damages are paid by a Chiesi Indemnified Party to make the maximum contribution to the payment and satisfaction a Third Party or Governmental Authority as a result of each a claim or action of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, a Third Party or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementGovernmental Authority.

Indemnification by Xxxxxxxx. In consideration of the execution The Borrower shall indemnify each Agent (and delivery of this Agreement by any sub-agent or Related Party thereof) (each such Person being called an “Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunder, Xxxxxxxx hereby agrees to indemnify, exonerate and hold AgentIndemnitee”), each Lender (and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender any Related Party thereof) (each Person called a “Lender PartyIndemnitee”; together with the Agent Indemnitee, each an “Indemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable, including Legal Costs (collectivelydocumented out-of-pocket fees, the “Indemnified Liabilities”) charges and disbursements of one primary outside counsel for Agent Indemnitees and a single primary firm of counsel for all the Lender PartiesIndemnitees (in each case, taken except allocated costs of in-house counsel and if reasonably necessary (as a whole (anddetermined by the Agent Indemnitees or the Lender Indemnitees, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Lender Partiesas applicable), and, if reasonably necessary, by a single firm of regulatory counsel and a single local counsel in each relevant appropriate jurisdiction (which may include for the Agent Indemnitees and a single firm of special regulatory counsel acting in multiple jurisdictions) for all Lender Parties taken as and a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of single local counsel in each relevant appropriate jurisdiction for similarly affected the Lender PartiesIndemnitees (plus additional counsel desirable due to actual or reasonably perceived conflict of interest among such parties)), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any of them as a result of, or its Subsidiaries) other than such Indemnitee and its Related Parties arising out of, in connection with, or relating to as a result of (i) the execution or delivery of this Agreement, any Loan Party other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective officers, directors obligations hereunder or agents, including, without limitationthereunder or the consummation of the transactions contemplated hereby or thereby, (aii) any tender offer, merger, purchase Loan or the use of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loanstherefrom, (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or Release of any Hazardous Substance at Materials on or from any property owned or leased operated by the Borrower or its Subsidiaries, or any environmental liability related in any way to the Borrower or its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other Loan Partytheory, whether brought by a third party or by the Borrower, any of its Subsidiaries, its Affiliates, its equity holders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses: (cv) any violation of any Environmental Laws solely with respect to conditions at the Lender Indemnitees (and specifically excluding the Agent Indemnitees), arising from any property owned settlement effected without the Borrower’s prior written consent (such consent not to be unreasonably withheld, delayed or leased by any Loan Party or the operations conducted thereonconditioned), (dw) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, or (f) such Loan Party’s general operation of its business including all product liability out of or in connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Service; provided that Borrower shall not have any obligation hereunder to any Lender Party with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from (i) the gross negligence, bad faith or willful misconduct of such Lender Party (as determined by a court of competent jurisdiction in a final and non-appealable decisionnonappealable judgment to have resulted from the gross negligence, or willful misconduct of such Indemnitee (or any of its Affiliates or their respective officers, directors, employees, advisors and agents), (iix) intentional solely with respect to the Lender Indemnitees (and specifically excluding the Agent Indemnitees), a material breach by such of the Credit Documents by, any Lender Party Indemnitee (or any of its material obligations hereunder Affiliates or any other Loan Document their respective officers, directors, employees, advisors and agents), (as determined by a court of competent jurisdiction in a final and non-appealable decisiony) or (iii) any proceeding between and among Lenders (relate to Taxes other than any claims against a Lender Party Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim or (z) arise out of, or in its capacity as an Agent) connection with, any proceeding that does not involve an act or omission by the Borrower or its Subsidiaries or any of their respective affiliates or that is brought by an Indemnitee against any other Subsidiary of Borrower. Each Lender Party shall be obligated Indemnitee (other than disputes involving claims by or against any Agent in its capacity as such or in a similar agency or arranger role, but not any other person or entity party to refund or return any and all amounts paid by the Borrower pursuant to this Section 10.5 to such Lender Party for any fees, expenses, or damages to the extent such Lender Party is not entitled to payment of such amounts in accordance with the terms hereof. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementproceeding). (a) [reserved].

Indemnification by Xxxxxxxx. In consideration (a) The Borrower agrees to pay, defend, protect, indemnify, save and hold harmless the Issuer, the Purchaser and each affiliate, member, officer, director, official, employee and agent of the execution and delivery of this Agreement by Agent and Xxxxxxx Issuer and the agreement to extend the Commitments provided hereunder, Xxxxxxxx hereby agrees to indemnify, exonerate and hold Agent, each Lender Purchaser and each person, if any, who controls any of the officersforegoing within the meaning of Section 15 of the Securities Act of 1933, directorsas amended, employeesor Section 20 of the Securities Exchange Act of 1934, Affiliates as amended (referred to herein as an “Indemnified Party” and agents of Agent and each Lender (each a collectively as the “Lender PartyIndemnified Parties”) free and harmless from and ), against any and all actionsliabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees), causes of actionaction (whether in contract, tort or otherwise), suits, lossesclaims, liabilitiesdemands and judgments of any kind, damages character and expenses, including Legal Costs nature (collectively, collectively referred to herein as the “Indemnified Liabilities”) caused by or directly or indirectly arising from or in any way relating to the Bonds, the Project, the loan of a single firm the proceeds of counsel the Bonds, the Loan Agreement, the Indenture, this Agreement or any document related to the Bonds, the Project, the loan of the proceeds of the Bonds (the “Transaction Documents”) or any transaction or agreement, written or oral, pertaining to the foregoing; provided, however, that the Borrower shall not be required to indemnify, save or hold harmless an Indemnified Party for all Lender Partieslosses caused by the gross negligence or the willful misconduct of the Indemnified Party. (b) The Borrower also agrees to pay, taken as a whole defend, protect, indemnify, save and hold harmless the Purchaser and each affiliate, member, officer, director, official, employee and agent of the Purchaser from and against the Liabilities directly or indirectly arising from or relating to (andi) any errors or omissions of any nature whatsoever contained in any legal proceedings or other official representation or inducement made by the Issuer pertaining to the Bonds and (ii) any fraud or misrepresentations or omissions contained in the proceedings of the Issuer pertaining to the financial condition of the Borrower. (c) The Indemnified Party shall, in the case event of an actual any claim, suit, action or perceived proceeding against it with respect to which indemnity may be sought on account of any indemnity agreement by the Borrower contained herein, promptly give written notice thereof to the Borrower. When such notice is given, the Borrower shall be entitled to participate, at its own expense, in the defense of, or if it so elects, to assume the defense of, such claim, suit, action or proceeding, in which event such defense shall be conducted by counsel chosen by the Borrower, provided that each Indemnified Party shall have the right to review and approve or disapprove any compromise or settlement which approval shall not be unreasonably withheld. If the Borrower shall elect not to assume such defense, it shall assume the payment of all expenses reasonably incurred and related thereto. Notwithstanding the above, each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the investigation and defense thereof, provided that the Borrower shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Borrower to represent the Indemnified Party would present such counsel with a conflict of interest, one (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Party and the Borrower and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Parties that are different from or additional firm to those available to the Borrower, (iii) the Borrower shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the institution of such action, or (iv) the Borrower shall authorize the Indemnified Party to employ separate counsel for all similarly affected Lender Parties)at the expense of the Borrower. Each and every Indemnified Party shall have the right to compromise, andsettle or conclude any claim, if reasonably necessaryaction or proceeding against it with the written consent of the Borrower, by a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Lender Parties taken as a whole (andconsent shall not be unreasonably withheld. The foregoing notwithstanding, in the case event that the Borrower shall assume such defense and any Indemnified Party or Parties shall be advised by independent legal counsel that counsel selected by the Borrower is not fully and adequately protecting such party or parties and representing the interests of an actual such party or perceived conflict parties and the Borrower has been given written notice thereof and a reasonable opportunity to cure or find other counsel acceptable to the Indemnified Parties, any such Indemnified Party or Parties shall have the right to conduct its own defense against any such claim, suit, action or proceeding in addition to or in lieu of interestany defense conducted by the Borrower, one additional firm and the Indemnifying Party shall indemnify and hold harmless such Indemnified Party or Parties against and from any and all suits, claims, damages, liabilities or reasonable expenses whatsoever, including reasonable fees and expenses of local counsel in each relevant jurisdiction for similarly affected Lender Parties), selected by such Indemnified Party or Parties incurred by Lender Parties or any of them as a result of, or and arising out of, or relating to any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, or (f) such Loan Party’s general operation of its business including all product liability out of or in connection with any such Person’s claim, suit, action or any of its Affiliates or licensees manufacture use or sale of a Product or proceeding. (d) In order to provide for just and equitable contribution in circumstances in which the provision of a Service; indemnity provided that Borrower shall not have any obligation hereunder to any Lender Party with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from for in paragraph (i) the gross negligence, bad faith or willful misconduct of such Lender Party (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) intentional breach by such Lender Party of its material obligations hereunder or any other Loan Document (as determined by a court of competent jurisdiction in a final and non-appealable decisiona) or (iiib) of this Section 11 is for any proceeding between reason held to be unavailable, the Borrower and among Lenders the Indemnified Party shall contribute proportionately to the aggregate Liabilities to which the Borrower and the Indemnified Party may be subject, so that the Indemnified Party is responsible for that portion represented by the percentage that the fees paid by the Borrower to the Indemnified Party in connection with the issuance and administration of the Bonds bear to the aggregate offering price of the Bonds, with the Borrower responsible for the balance; provided, however, that in no case shall the Indemnified Party be responsible for any amount in excess of the fees paid by the Borrower to the Indemnified Party in connection with the issuance and administration of the Bonds. (e) The Indemnified Parties, other than any claims against a Lender Party in its capacity as an Agent) that does not involve an act or omission by Borrower or any other Subsidiary of Borrower. Each Lender Party the Issuer and the Purchaser, shall be obligated considered to refund be third party beneficiaries of this Agreement for purposes of this Section 11. The provisions of this Section 11 will be in addition to all liability which the Borrower may otherwise have and shall survive any termination of this Agreement, the offering and sale of the Bonds and the payment or return provisions for payment of the Bonds. No person guilty of fraudulent misrepresentation (within the meaning of Section 10(b) of the Securities Exchange Act of 1934) shall be entitled to contribution from any person who was not guilty of such misrepresentation. (f) The indemnification hereunder shall be in addition to, and all amounts paid shall not limit, any indemnity granted by the Borrower pursuant to this Section 10.5 to such Lender Party for any fees, expenses, or damages to the extent such Lender Party is not entitled to payment of such amounts in accordance with the terms hereof. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, Loan Agreement or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementother document.

Indemnification by Xxxxxxxx. In consideration of the execution The Borrower shall indemnify each Agent (and delivery of this Agreement by any sub-agent or Related Party thereof) (each such Person being called an “Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunder, Xxxxxxxx hereby agrees to indemnify, exonerate and hold AgentIndemnitee”), each Lender (and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender any Related Party thereof) (each Person called a “Lender PartyIndemnitee”; together with the Agent Indemnitee, each an “Indemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable, including Legal Costs (collectivelydocumented out-of-pocket fees, the “Indemnified Liabilities”) charges and disbursements of one primary outside counsel for Agent Indemnitees and a single primary firm of counsel for all the Lender PartiesIndemnitees (in each case, taken except allocated costs of in-house counsel and if reasonably necessary (as a whole (anddetermined by the Agent Indemnitees or the Lender Indemnitees, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Lender Partiesas applicable), and, if reasonably necessary, by a single firm of regulatory counsel and a single local counsel in each relevant appropriate jurisdiction (which may include for the Agent Indemnitees and a single firm of special regulatory counsel acting in multiple jurisdictions) for all Lender Parties taken as and a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of single local counsel in each relevant appropriate jurisdiction for similarly affected the Lender PartiesIndemnitees (plus additional counsel desirable due to actual or reasonably perceived conflict of interest among such parties)), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any of them as a result of, or its Subsidiaries) other than such Indemnitee and its Related Parties arising out of, in connection with, or relating to as a result of (i) the execution or delivery of this Agreement, any Loan Party other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective officers, directors obligations hereunder or agents, including, without limitationthereunder or the consummation of the transactions contemplated hereby or thereby, (aii) any tender offer, merger, purchase Loan or the use of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loanstherefrom, (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or Release of any Hazardous Substance at Materials on or from any property owned or leased operated by the Borrower or its Subsidiaries, or any environmental liability related in any way to the Borrower or its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other Loan Partytheory, whether brought by a third party or by the Borrower, any of its Subsidiaries, its Affiliates, its equity holders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses: (cv) any violation of any Environmental Laws solely with respect to conditions at the Lender Indemnitees (and specifically excluding the Agent Indemnitees), arising from any property owned settlement effected without the Borrower’s prior written consent (such consent not to be unreasonably withheld, delayed or leased by any Loan Party or the operations conducted thereonconditioned), (dw) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, or (f) such Loan Party’s general operation of its business including all product liability out of or in connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Service; provided that Borrower shall not have any obligation hereunder to any Lender Party with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from (i) the gross negligence, bad faith or willful misconduct of such Lender Party (as determined by a court of competent jurisdiction in a final and non-appealable decisionnonappealable judgment to have resulted from the bad faith, gross negligence, or willful misconduct of such Indemnitee (or any of its Affiliates or their respective officers, directors, employees, advisors and agents), (iix) intentional solely with respect to the Lender Indemnitees (and specifically excluding the Agent Indemnitees), a material breach by such of the Credit Documents by, any Lender Party Indemnitee (or any of its material obligations hereunder Affiliates or any other Loan Document their respective officers, directors, employees, advisors and agents), (as determined by a court of competent jurisdiction in a final and non-appealable decisiony) or (iii) any proceeding between and among Lenders (relate to Taxes other than any claims against a Lender Party Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim or (z) arise out of, or in its capacity as an Agent) connection with, any proceeding that does not involve an act or omission by the Borrower or its Subsidiaries or any of their respective affiliates or that is brought by an Indemnitee against any other Subsidiary of Borrower. Each Lender Party shall be obligated Indemnitee (other than disputes involving claims against any Agent in its capacity as such or in a similar agency or arranger role, but not any other person or entity party to refund or return any and all amounts paid by the Borrower pursuant to this Section 10.5 to such Lender Party for any fees, expenses, or damages to the extent such Lender Party is not entitled to payment of such amounts in accordance with the terms hereof. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementproceeding).

Indemnification by Xxxxxxxx. In consideration of the execution and delivery of this Agreement by Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunder, Xxxxxxxx hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”) of a single firm of counsel for all Lender Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Lender Parties), and, if reasonably necessary, by a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Lender Parties taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of local counsel in each relevant jurisdiction for similarly affected Lender Parties), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other Loan Party, (c) any violation of any applicable Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a non-appealable judgment, or (f) such Loan PartyPerson’s general operation of its business including all product liability out of or in connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Service; provided that Borrower shall not have any obligation hereunder to any Lender Party with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from (i) the gross negligence, bad faith or willful misconduct of such Lender Party (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) intentional breach by such Lender Party of its material obligations hereunder or any other Loan Document (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any proceeding between and among Lenders (other than any claims against a Lender Party in its capacity as an Agent) that does not involve an act or omission by Borrower or any other Subsidiary of Borrower. Each Lender Party shall be obligated to refund or return any and all amounts paid by the Borrower pursuant to this Section 10.5 to such Lender Party for any fees, expenses, or damages to the extent such Lender Party is not entitled to payment of such amounts in accordance with the terms hereof. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement. Notwithstanding the foregoing, this Section 10.5 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. In consideration of the execution and delivery of this Agreement by Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunder, Xxxxxxxx hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”) of a single firm of counsel for all Lender Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Lender Parties), and, if reasonably necessary, by a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Lender Parties taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of local counsel in each relevant jurisdiction for similarly affected Lender Parties), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or #155151395 proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other Loan Party, (c) any violation of any applicable Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a non-appealable judgment, or (f) such Loan PartyPerson’s general operation of its business including all product liability out of or in connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Service; provided that Borrower shall not have any obligation hereunder to any Lender Party with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from (i) the gross negligence, bad faith or willful misconduct of such Lender Party (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) intentional breach by such Lender Party of its material obligations hereunder or any other Loan Document (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any proceeding between and among Lenders (other than any claims against a Lender Party in its capacity as an Agent) that does not involve an act or omission by Borrower or any other Subsidiary of Borrower. Each Lender Party shall be obligated to refund or return any and all amounts paid by the Borrower pursuant to this Section 10.5 to such Lender Party for any fees, expenses, or damages to the extent such Lender Party is not entitled to payment of such amounts in accordance with the terms hereof. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement. Notwithstanding the foregoing, this Section 10.5 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. In consideration of Borrower shall indemnify the execution Administrative Agent (and delivery of this Agreement by Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunder, Xxxxxxxx hereby agrees to indemnify, exonerate and hold Agentany sub-agent thereof), each Lender and each Issuing Lender, and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a such Person being called an “Lender PartyIndemnitee”) free against, and hold each Indemnitee harmless from from, and against shall pay or reimburse any such Indemnitee for, any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs claims (collectively, the “Indemnified Liabilities”) of a single firm of counsel for all Lender Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Lender Parties), and, if reasonably necessary, by a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Lender Parties taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of local counsel in each relevant jurisdiction for similarly affected Lender Parties), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to any Loan Party or any of their respective officers, directors or agents, including, without limitation, any Environmental Claims), penalties, damages, liabilities and related reasonable and documented out of pocket expenses (aincluding the reasonable fees, charges and disbursements of any counsel for any Indemnitee, provided that such legal expenses in respect of the Agent and the Lead Arranger shall be limited to one primary counsel and one local counsel in each applicable jurisdiction for each affected party, and that such legal expenses in respect of the Lenders shall be limited to one primary counsel and one local counsel in each applicable jurisdiction for the Lenders, and in case of an actual conflict of interest one additional counsel in each jurisdiction for each affected party), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Credit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including, without limitation, the Transactions), (ii) any tender offer, merger, purchase Loan or Letter of equity interests, purchase of assets Credit or other similar transaction financed the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender to be financed honor a demand for payment under a Letter of Credit if the documents presented in whole or in part, directly or indirectly, connection with such demand do not strictly comply with the proceeds terms of any such Letter of the LoansCredit), (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or release of any Hazardous Substance at Materials on or from any property owned or leased operated by Borrower any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other Loan Partytheory, (c) any violation of any Environmental Laws with respect to conditions at any property owned whether brought by a third party or leased by any Loan Credit Party or the operations conducted thereonany Subsidiary thereof, (d) the investigation, cleanup or remediation and regardless of offsite locations at which whether any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender PartyIndemnitee is a party thereto, or (fv) such Loan Party’s general operation of its business including all product liability any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in connection any way connected with such Person’s the Loans, this Agreement, any other Loan Document, or any of its Affiliates documents contemplated by or licensees manufacture use referred to herein or sale of a Product therein or the provision of a Service; transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that Borrower such indemnity shall not have any obligation hereunder not, as to any Lender Party with respect to Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the bad faith, gross negligence, willful misconduct or material breach in bad faith or willful misconduct of any Loan Document of such Lender Indemnitee or (B) result from a claim brought by any Credit Party (or any Subsidiary thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Credit Party or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction in a final and non-appealable decision), jurisdiction. This Section 12.3(b) shall not apply with respect to (iiY) intentional breach by such Lender Party of its material obligations hereunder or any other Loan Document (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any proceeding between and among Lenders (Taxes other than any claims against a Lender Party Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, or (Z) out of pocket expenses in its capacity as an Agent) that does not involve an act or omission by Borrower connection with the syndication of the Credit Facility, the preparation, negotiation, execution, delivery, and administration of the Loan Documents or any other Subsidiary amendments, modifications or waivers of Borrower. Each Lender Party shall be obligated to refund or return any and all amounts paid by the Borrower pursuant to this Section 10.5 to such Lender Party for any feesprovisions thereof, expensesout of pocket expenses incurred in connection with the issuance, amendment, renewal, or damages extension of any Letter of Credit or any demand for payment thereunder, or in connection with the enforcement or protection of rights in connection with the Loan Documents, the Loans, and the Letters of Credit, in each case to the extent such Lender Party is not entitled to payment of such amounts addressed directly in accordance with the terms hereof. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement12.3(a).

Indemnification by Xxxxxxxx. In consideration of the execution and delivery of this Agreement by Agent and Xxxxxxx Lenders and the agreement to extend the Commitments provided hereunder, Xxxxxxxx hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs but expressly excluding any consequential, special or lost profits damages (collectively, the “Indemnified Liabilities”) of a single firm of counsel for all Lender Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Lender Parties), and, if reasonably necessary, by a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Lender Parties taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of local counsel in each relevant jurisdiction for similarly affected Lender Parties), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to any act or omission of any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, or (f) such Loan Party’s general operation of its business including all product liability out of or in connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Service; provided that Borrower shall not have any obligation hereunder to any Lender Party with respect to Indemnified Liabilities except to the extent any such Indemnified Liabilities have resulted result solely from (i) the applicable Lender Party’s own gross negligence, bad faith negligence or willful misconduct of such Lender Party (as finally determined by a court of competent jurisdiction in a non-appealable judgment or (ii) a claim brought by the Borrower or any other Loan Party against a Lender Party for a material breach in bad faith of such Lender Party’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and non-appealable decision), (ii) intentional breach by judgment in its favor on such Lender Party of its material obligations hereunder or any other Loan Document (claim as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any proceeding between and among Lenders (other than any claims against a Lender Party in its capacity as an Agent) that does not involve an act or omission by Borrower or any other Subsidiary of Borrower. Each Lender Party shall be obligated to refund or return any and all amounts paid by the Borrower pursuant to this Section 10.5 to such Lender Party for any fees, expenses, or damages to the extent such Lender Party is not entitled to payment of such amounts in accordance with the terms hereofjurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.

Indemnification by Xxxxxxxx. In consideration of the execution and delivery of this Agreement by Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunder, Xxxxxxxx hereby agrees to indemnify, exonerate Borrower shall indemnify and hold Agent, each harmless Lender and each of the officersits Affiliates, directors, officers, employees, Affiliates counsel, agents and agents of Agent and each Lender attorneys-in-fact (each a collectively the “Lender PartyIndemnitees”) free and harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, causes of actionjudgments, suits, lossesreasonable costs, liabilitiesexpenses and disbursements (including all reasonable fees, damages out-of-pocket expenses and expensesdisbursements of any law firm or other external counsel) of any kind or nature which are imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of this Agreement, the other Loan Documents or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby or the consummation of the transactions contemplated hereby or thereby, (b) the Note or the use or proposed use of the proceeds therefrom, or (c) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including Legal Costs any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) (all the foregoing, collectively, the “Indemnified Liabilities”) of a single firm of counsel for all Lender Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Lender Parties), and, if reasonably necessary, by a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Lender Parties taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of local counsel in each relevant jurisdiction for similarly affected Lender Parties), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, or (f) such Loan Party’s general operation of its business including all product liability out of or in connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Service; provided that Borrower such indemnity shall not have any obligation hereunder not, as to any Lender Party with respect to Indemnified Liabilities Indemnitee, be available to the extent such Indemnified Liabilities have liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (i) the gross negligence, bad faith negligence or willful misconduct of such Lender Party (Indemnitee, as finally determined by a court of competent jurisdiction in a final and non-appealable decision)jurisdiction. All amounts due under this Section 9.2 shall be payable within seven (7) Business Days after written demand therefor to Borrower, (ii) intentional breach by such Lender Party of its material obligations hereunder or any other Loan Document (as determined accompanied by a court of competent jurisdiction in a final reasonably detailed calculation thereof and non-appealable decision) or (iii) any proceeding between and among Lenders (other than any claims against a Lender Party in its capacity as an Agent) that does not involve an act or omission by Borrower or any other Subsidiary of Borrowerreasonably detailed invoices therefor. Each Lender Party shall be obligated to refund or return any and all amounts paid by the Borrower pursuant to this Section 10.5 to such Lender Party for any fees, expenses, or damages to the extent such Lender Party is not entitled to payment of such amounts in accordance with the terms hereof. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for The agreements in this Section 10.5 9.2 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementAgreement and the repayment, satisfaction or discharge of the Obligations.

Indemnification by Xxxxxxxx. In consideration of the execution Borrower shall indemnify Administrative Agent (and delivery of this Agreement by Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunder, Xxxxxxxx hereby agrees to indemnify, exonerate and hold Agentany sub-agent thereof), each Lender and each Related Party of any of the officers, directors, employees, Affiliates and agents of Agent and each Lender foregoing Persons (each a such Person being called an “Lender PartyIndemnitee”) free against, and hold each Indemnitee harmless from (a) any claim, action, loss or cost (including reasonable attorneys’ fees and against costs of Administrative Agent, and to the extent provided under Section 4.16, Lenders) arising from or relating to (i) the Leases, the Property, the Improvements and the other Property, including any defect therein, (ii) all accounts of Borrower or the Property, (iii) the performance or default of Borrower, Xxxxxxxx’s surveyors, architects, engineers, contractors, the construction inspector, or any other Person, (iv) any failure to construct, complete, protect or insure any Improvements, including Tenant Improvements, (v) the payment of costs of labor, materials, or services supplied for the construction of any Improvements, including Tenant Improvements, (vi) the protection, preservation, operation, management, improvement, maintenance, repair, sale and disposition of each Property (including those with respect to Real Property Taxes, Insurance Premiums, and leasing costs and broker fees) or (vii) the performance of any obligation of Borrower whatsoever; (b) any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable fees, charges and disbursements of any outside counsel for Administrative Agent, and to the extent provided under Section 4.16, Lenders), incurred by such Indemnitee or asserted against such Indemnitee by any Person (including Borrower or Guarantor) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument expressly contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 2.1), (ii) any Commitment or Advance of the Loan, (iii) the content or accuracy of any appraisal provided by Administrative Agent to Xxxxxxxx, Xxxxxxxx’s use of any such appraisal, and/or subsequent use of any such appraisal by any third party to whom Xxxxxxxx provides such appraisal, 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 (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding, whether it is defeated, successful, or withdrawn), whether brought by a third party or by Borrower or Guarantor, and regardless of whether any Indemnitee is a party thereto, including Legal Costs all actual out-of-pocket costs and expenses incurred by any Indemnitee in connection with any subpoena, deposition or otherwise acting as a witness, 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 (all of the foregoing, collectively, the “Indemnified Liabilities”) of a single firm of counsel for all Lender Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Lender Parties), and, if reasonably necessary, by a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Lender Parties taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of local counsel in each relevant jurisdiction for similarly affected Lender Parties), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, or (f) such Loan Party’s general operation of its business including all product liability out of or in connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Service; provided that Borrower such indemnity shall not have any obligation hereunder not, as to any Lender Party with respect to Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities have resulted from losses, claims, damages, liabilities or related expenses (ix) the gross negligence, bad faith or willful misconduct of such Lender Party (as are determined by a court of competent jurisdiction in a by final and non-appealable decision)nonappealable judgment to have resulted from the gross negligence, (ii) intentional breach by or willful misconduct of such Lender Party of its material obligations hereunder or any other Loan Document (as determined by a court of competent jurisdiction in a final and non-appealable decision) Indemnitee or (iiiz) any proceeding between and among Lenders (other than any claims against result from a Lender Party in its capacity as an Agent) that does claim not involve involving an act or omission of Borrower and that is brought by Borrower or any an Indemnitee against another Indemnitee (other Subsidiary of Borrower. Each Lender Party shall be obligated to refund or return any and all amounts paid by than against the Borrower pursuant to this Section 10.5 to such Lender Party for any fees, expenses, or damages to the extent such Lender Party is not entitled to payment of such amounts in accordance with the terms hereof. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.arranger or

Indemnification by Xxxxxxxx. In consideration of the execution The Borrower shall indemnify each Agent (and delivery of this Agreement by any sub-agent or Related Party thereof) (each such Person being called an “Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunder, Xxxxxxxx hereby agrees to indemnify, exonerate and hold AgentIndemnitee”), each Lender (and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender any Related Party thereof) (each Person called a “Lender PartyIndemnitee”; together with the Agent Indemnitee, each an “Indemnitee”) free against, and hold each Indemnitee harmless from and against from, any and all actions, causes of action, suits, losses, liabilitiesclaims, damages damages, liabilities and expensesrelated expenses (including the reasonable, including Legal Costs (collectivelydocumented out-of-pocket fees, the “Indemnified Liabilities”) charges and disbursements of one primary outside counsel for Agent Indemnitees and a single primary firm of counsel for all the Lender PartiesIndemnitees (in each case, taken except allocated costs of in-house counsel and if reasonably necessary (as a whole (anddetermined by the Agent Indemnitees or the Lender Indemnitees, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Lender Partiesas applicable), and, if reasonably necessary, by a single firm of regulatory counsel and a single local counsel in each relevant appropriate jurisdiction (which may include for the Agent Indemnitees and a single firm of special regulatory counsel acting in multiple jurisdictions) for all Lender Parties taken as and a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of single local counsel in each relevant appropriate jurisdiction for similarly affected the Lender PartiesIndemnitees (plus additional counsel desirable due to actual or reasonably perceived conflict of interest among such parties)), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any of them as a result of, or its Subsidiaries) other than such Indemnitee and its Related Parties arising out of, in connection with, or relating to as a result of (i) the execution or delivery of this Agreement, any Loan Party other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective officers, directors obligations hereunder or agents, including, without limitationthereunder or the consummation of the transactions contemplated hereby or thereby, (aii) any tender offer, merger, purchase Loan or the use of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loanstherefrom, (biii) the use, handling, release, emission, discharge, transportation, storage, treatment any actual or disposal alleged presence or Release of any Hazardous Substance at Materials on or from any property owned or leased operated by the Borrower or its Subsidiaries, or any environmental liability related in any way to the Borrower or its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other Loan Partytheory, whether brought by a third party or by the Borrower, any of its Subsidiaries, its Affiliates, its equity holders or creditors, and regardless of whether any Indemnitee is a party thereto; provided, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses: (cv) any violation of any Environmental Laws solely with respect to conditions at the Lender Indemnitees (and specifically excluding the Agent Indemnitees ), arising from any property owned settlement effected without the Borrower’s prior written consent (such consent not to be unreasonably withheld, delayed or leased by any Loan Party or the operations conducted thereonconditioned), (dw) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, or (f) such Loan Party’s general operation of its business including all product liability out of or in connection with such Person’s or any of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Service; provided that Borrower shall not have any obligation hereunder to any Lender Party with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from (i) the gross negligence, bad faith or willful misconduct of such Lender Party (as determined by a court of competent jurisdiction in a final and non-appealable decisionnonappealable judgment to have resulted from the gross negligence, or willful misconduct of such Indemnitee (or any of its Affiliates or their respective officers, directors, employees, advisors and agents), (iix) intentional solely with respect to the Lender Indemnitees (and specifically excluding the Agent Indemnitees), a material breach by such of the Credit Documents by, any Lender Party Indemnitee (or any of its material obligations hereunder Affiliates or any other Loan Document their respective officers, directors, employees, advisors and agents), (as determined by a court of competent jurisdiction in a final and non-appealable decisiony) or (iii) any proceeding between and among Lenders (relate to Taxes other than any claims against a Lender Party Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim or (z) arise out of, or in its capacity as an Agent) connection with, any proceeding that does not involve an act or omission by the Borrower or its Subsidiaries or any of their respective affiliates or that is brought by an Indemnitee against any other Subsidiary of Borrower. Each Lender Party shall be obligated Indemnitee (other than disputes involving claims by or against any Agent in its capacity as such or in a similar agency or arranger role, but not any other person or entity party to refund or return any and all amounts paid by the Borrower pursuant to this Section 10.5 to such Lender Party for any fees, expenses, or damages to the extent such Lender Party is not entitled to payment of such amounts in accordance with the terms hereof. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreementproceeding).

Indemnification by Xxxxxxxx. In consideration Borrower shall Borrowers. Borrowers hereby jointly and severally indemnify and defend Administrative Agent and Collateral Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the execution and delivery of this Agreement by Agent and Xxxxxxx and the agreement to extend the Commitments provided hereunderforegoing Persons (each such Person being called an “Indemnitee”) against, Xxxxxxxx hereby agrees to indemnify, exonerate and hold Agenteach Indemnitee harmless from, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, actual losses, liabilitiesclaims, damages (excluding special, punitive or consequential damages except to the extent awarded in favor of any third party against any Indemnitee), broker’s commissions (including all actual expenses and expensesattorney’s fees incurred by Administrative Agent, Collateral Agent or any Lender is connection with the defense of any action or proceeding brought to collect any such broker’s commissions), liabilities and related expenses (including Legal Costs (collectivelythe fees, the “Indemnified Liabilities”) charges and disbursements of a single firm of any counsel for all Lender Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of counsel for all similarly affected Lender Parties), and, if reasonably necessary, by a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Lender Parties taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of local counsel in each relevant jurisdiction for similarly affected Lender Partiesany Indemnitee), incurred by Lender Parties any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any of them as a result ofother Loan Party (collectively, or “Claims”) arising out of, in connection with,____ or relating to as a result of (i) the execution or delivery of this Agreement, any other Loan Party Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective officers, directors obligations hereunder or agents, including, without limitationthereunder or the consummation of the transactions contemplated hereby or thereby, (aii) any tender offer, merger, purchase of equity interests, purchase of assets Loan or other similar transaction financed the use or proposed to be financed in whole or in part, directly or indirectly, with use of the proceeds of any of the Loanstherefrom, (biii) the useany actual or alleged presence or release of Hazardous Materials on or from any Core Asset, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at Environmental Liability related in any property owned or leased by way to a Borrower or any other Loan Party, or (civ) any violation actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any Environmental Laws with respect to conditions at any property owned other theory, whether brought by a third party or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, (e) the execution, delivery, performance or enforcement of this Agreement a Borrower or any other Loan Document by any Lender Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or (f) such Loan Party’s general operation of its business including all product liability not caused by or arising, in whole or in part, out of the comparative or in connection with such Person’s contributory negligence of any Indemnitee or any of its Affiliates or licensees manufacture use or sale of a Product or the provision of a Serviceagents; provided that Borrower such indemnity shall not have any obligation hereunder not, as to any Lender Party with respect to Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities 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 (i) the gross negligence, bad faith negligence or willful misconduct of any Indemnitee or its agents, (y) result from a claim brought by a Borrower or any other Loan Party against an Indemnitee for breach in bad faith of any Indemnitee’s obligations hereunder or under any other Loan Document, ifsuch Borrower or such Lender Loan Party (has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction in a final and non-appealable decision)jurisdiction, or (iiz) intentional breach asserted by such an assignee or participant arising out of any actual sale, transfer or participation by any Lender Party of its material obligations hereunder or any other Loan Document (as determined by a court of competent jurisdiction interest in a final and non-appealable decision) or (iii) any proceeding between and among Lenders (other than any claims against a Lender Party in its capacity as an Agent) that does not involve an act or omission by Borrower or any other Subsidiary of Borrower. Each Lender Party shall be obligated to refund or return any and all amounts paid by the Borrower pursuant to this Section 10.5 to such Lender Party for any fees, expenses, or damages to the extent such Lender Party is not entitled to payment of such amounts in accordance with the terms hereof. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this AgreementLoan.