Common use of Indemnification Damage Waiver Clause in Contracts

Indemnification Damage Waiver. The Borrowers shall, regardless of whether any Loans are made hereunder, indemnify and hold harmless the Administrative Agent and the Banks, and each Related Party of any of the foregoing Persons, from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, causes of action, and Proceedings, and reasonable costs and expenses in connection therewith, incurred, suffered, sustained, or required to be paid by an indemnified party by reason of or resulting, 72 AMERICAS/2023306744.4 directly or indirectly, from the transactions contemplated by the Loan Documents, including (a) any actual or proposed use by any Borrower or any of its Subsidiaries of the proceeds of any of the Loans, (b) any Borrower or any of its Subsidiaries entering into or performing this Credit Agreement or any of the other Loan Documents, or (c) with respect to any Borrower and its Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substances or any Proceeding brought or threatened with respect to any Hazardous Substances (including claims with respect to wrongful death, personal injury, or damage to property), in each case including the reasonable fees and disbursements of outside legal counsel incurred in connection with any such Proceeding (collectively, the “Indemnified Liabilities”), provided, however, the Borrowers shall not be obligated to indemnify any party for any damages, losses, settlement payments, obligations, liabilities, claims, causes of action, Proceedings, costs, and expenses that were caused directly by (i) the gross negligence or willful misconduct of the indemnified party as determined by a court of competent jurisdiction in a final and non- appealable judgment or (ii) any material breach by any Defaulting Bank of its obligation to fund a Loan pursuant to this Credit Agreement, provided that no Borrower is then in Default. Further, the Borrowers shall not be liable for any indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) of any indemnified party, provided that the foregoing shall not limit the Borrowers’ obligation to indemnify an indemnified party against indirect or consequential damages asserted against such indemnified party by a third party, to the extent that the Borrowers are otherwise obligated to indemnify such indemnified party under this Section 16. In Proceedings, or the preparation therefor, the indemnified parties shall be entitled to select their legal counsel and, in addition to the foregoing indemnity, the Borrowers shall, promptly upon demand, pay in the first instance, or reimburse the indemnified parties for, the reasonable fees and expenses of such legal counsel. The Borrowers shall not be responsible under this section for the fees and costs of more than one law firm in any one jurisdiction for the Borrowers and the indemnified parties with respect to any one Proceeding or set of related Proceedings, unless any indemnified party shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Borrowers or there are other circumstances that in the reasonable judgment of the indemnified parties make separate counsel advisable. If, and to the extent that the obligations of the Borrowers under this Section 16 are unenforceable for any reason, the Borrowers shall make the maximum contribution to the payment in satisfaction of such obligations that is permissible under applicable law. The covenants contained in this Section 16 shall survive payment or satisfaction in full of all other Obligations and the termination of the Commitments and the Loan Documents. To the fullest extent permitted by applicable law, the Administrative Agent, the Banks, and any Related Party of any of the foregoing Persons (each, a “Bank-Related Person”), shall not be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) of the Borrowers arising out of, in connection with, or as a result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Bank-Related Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent such damages result from the gross negligence or willful misconduct of the Bank-Related Person as determined by a court of competent jurisdiction in a final and non-appealable judgment.

Indemnification Damage Waiver. The Borrowers shall, regardless of whether any Loans are made hereunder, (a) Borrower shall indemnify and hold harmless the Administrative Agent and each Lender and their respective directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the Banks, and each Related Party of any of the foregoing Persons, “Indemnitees”) from and against any and all damagesliabilities, obligations, losses, settlement paymentsdamages, obligations, liabilitiespenalties, claims, causes demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees, whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy (including any adversary proceeding, contested matter or motion) or otherwise) of actionany kind or nature whatsoever that may at any time be imposed on, and Proceedings, and reasonable costs and expenses incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection therewithwith (a) the execution, incurreddelivery, sufferedenforcement, sustainedperformance or administration of any Loan Document or any other agreement, letter or required to be paid by an indemnified party by reason of or resulting, 72 AMERICAS/2023306744.4 directly or indirectly, from instrument delivered in connection with the transactions contemplated by thereby or the Loan Documents, including (a) any actual or proposed use by any Borrower or any of its Subsidiaries consummation of the proceeds of any of the Loanstransactions contemplated thereby, (b) any Borrower Loan or any of its Subsidiaries entering into the use or performing this Credit Agreement or any proposed use of the other Loan Documentsproceeds therefrom, or (c) with respect to any Borrower and its Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, actual or threatened alleged presence or release of any Hazardous Substances substance regulated by any Environmental Law on or from any property currently or formerly owned or operated by any Loan Party, or any Proceeding brought Environmental Liabilities and Costs related in any way to any Loan Party, or (d) any actual or overtly threatened 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 with respect to claim, investigation, litigation or proceeding) and regardless of whether any Hazardous Substances Indemnitee is a party thereto (including claims with respect to wrongful deathall the foregoing, personal injury, or damage to property), in each case including the reasonable fees and disbursements of outside legal counsel incurred in connection with any such Proceeding (collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, providedas to any Indemnitee, howeverbe available to the extent that such liabilities, the Borrowers shall not be obligated to indemnify any party for any damagesobligations, losses, settlement paymentsdamages, obligations, liabilitiespenalties, claims, causes of actiondemands, Proceedingsactions, judgments, suits, costs, expenses or disbursements (including reasonable attorneys’ fees, whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy (including any adversary proceeding, contested matter or motion) or otherwise) (x) are determined by a court of competent jurisdiction by final and expenses that were caused directly by (i) nonappealable judgment to have resulted from the gross negligence or willful misconduct of the indemnified party such Indemnitee; (y) result from a claim brought by Xxxxxxxx against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any Loan Document, if Xxxxxxxx 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 judgment jurisdiction; or (iiz) any material breach result from a claim not involving an act or omission of Borrower and that is brought by any Defaulting Bank of its obligation to fund a Loan pursuant to this Credit Agreementan Indemnitee against another Indemnitee (other than against the arranger or Administrative Agent in their capacities as such); and provided, provided further, that no Borrower is then in Default. Further, the Borrowers such indemnity shall not be liable for any indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) of any indemnified party, provided that the foregoing shall not limit the Borrowers’ obligation to indemnify an indemnified party against indirect or consequential damages asserted against such indemnified party by a third party, to the extent that the Borrowers are otherwise obligated to indemnify such indemnified party under this Section 16. In Proceedings, or the preparation therefor, the indemnified parties shall be entitled to select their legal counsel and, in addition to the foregoing indemnity, the Borrowers shall, promptly upon demand, pay in the first instance, or reimburse the indemnified parties for, the reasonable fees and expenses of such legal counsel. The Borrowers shall not be responsible under this section for include the fees and costs of more than one a separate lead counsel law firm and a local counsel law firm for any action brought in any one jurisdiction for state or federal court within the Borrowers and the indemnified parties with respect to any one Proceeding or set State of related Proceedings, unless any indemnified party shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Borrowers or there are other circumstances that in the reasonable judgment of the indemnified parties make separate counsel advisable. If, and to the extent that the obligations of the Borrowers under this Section 16 are unenforceable for any reason, the Borrowers shall make the maximum contribution to the payment in satisfaction of such obligations that is permissible under applicable lawOregon. The covenants contained agreements in this Section 16 11.3 shall survive payment or satisfaction in full the resignation of all other Obligations and Administrative Agent, the replacement of any Lender, the termination of the Commitments and the Loan Documentsrepayment, satisfaction or discharge of all the other Obligations. All amounts due under this Section 11.3 shall be payable within ten Business Days after demand therefor. SECOND AMENDED AND RESTATED CREDIT AGREEMENT (b) Upon receiving knowledge of any suit, claim or demand asserted by a third party that an Indemnitee believes is covered by this indemnity, the Indemnitee shall give Borrower notice of the matter and an opportunity to defend it, at Xxxxxxxx’s sole cost and expense, with legal counsel reasonably satisfactory to the Indemnitee. An Indemnitee may also require Borrower to defend the matter. Any failure or delay of an Indemnitee to notify Borrower of any suit, claim or demand shall not relieve Borrower of its obligations of this Section 11.3, but shall reduce such obligations to the extent of any increase in those obligations caused solely by an unreasonable failure or delay in providing such notice. (c) To the fullest extent permitted by applicable law, the Administrative Agent, the BanksBorrower shall not assert, and hereby waives, any Related Party claim against any Indemnitee, on any theory of any of the foregoing Persons (eachliability, a “Bank-Related Person”), shall not be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) of the Borrowers arising out of, in connection with, or as a result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Loan, or the use of the proceeds thereof. No Bank-Related Person Indemnitee referred to in paragraph (a) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to thereby. (d) Each party’s obligations under this Section shall survive the extent such damages result from the gross negligence or willful misconduct termination of the Bank-Related Person as determined by a court Loan Documents and payment of competent jurisdiction in a final and non-appealable judgmentthe Obligations hereunder.

Indemnification Damage Waiver. The Borrowers (a) Without limitation on any other Obligations of the Guarantor or remedies of the Guaranteed Parties under this Guaranty, the Guarantor shall, regardless of whether any Loans are made hereunderto the fullest extent permitted by law, indemnify indemnify, defend and save and hold harmless the Administrative Agent each Guaranteed Party and the Bankseach of its affiliates and its respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and each Related Party of any of the foregoing Personsshall pay on demand, from and against any and all documented claims, damages, losses, settlement paymentsliabilities and expenses (including, obligationswithout limitation, liabilitiesreasonable and documented fees and expenses of counsel) that may be incurred by or asserted or awarded against any Guaranteed Party in connection with or as a result of any failure of any Obligations to be the legal, valid and binding obligations of any other Loan Party enforceable against such other Loan Party in accordance with their terms; provided that such indemnity shall not, as to any Indemnified Party be available to the extent that such losses, claims, causes of action, and Proceedings, and reasonable costs and expenses in connection therewith, incurred, suffered, sustained, or required to be paid by an indemnified party by reason of or resulting, 72 AMERICAS/2023306744.4 directly or indirectly, from the transactions contemplated by the Loan Documents, including (a) any actual or proposed use by any Borrower or any of its Subsidiaries of the proceeds of any of the Loans, (b) any Borrower or any of its Subsidiaries entering into or performing this Credit Agreement or any of the other Loan Documents, or (c) with respect to any Borrower and its Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substances or any Proceeding brought or threatened with respect to any Hazardous Substances (including claims with respect to wrongful death, personal injury, or damage to property), in each case including the reasonable fees and disbursements of outside legal counsel incurred in connection with any such Proceeding (collectively, the “Indemnified Liabilities”), provided, however, the Borrowers shall not be obligated to indemnify any party for any damages, losses, settlement payments, obligations, liabilities, claims, causes liabilities or related expenses (x) are determined by a court of action, Proceedings, costs, competent jurisdiction by final and expenses that were caused directly by (i) nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the indemnified party Guarantor against an Indemnified Party for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction.  (b) The Guarantor hereby also agrees that none of the Guaranteed Parties or any of their respective affiliates and its respective officers, directors, employees, agents and advisors shall have any liability (whether direct or indirect, in a final and non- appealable judgment contract, tort or (iiotherwise) to the Guarantor or any material breach by any Defaulting Bank of its obligation to fund a Loan pursuant to this Credit Agreementaffiliates or any of their respective officers, provided that no Borrower is then in Default. Furtherdirectors, the Borrowers shall not be liable for any indirectemployees, specialagents and advisors, incidental, consequential or punitive damages (as opposed to direct or actual damages) of any indemnified party, provided that the foregoing shall not limit the Borrowers’ obligation to indemnify an indemnified party against indirect or consequential damages asserted against such indemnified party by a third party, to the extent that the Borrowers are otherwise obligated to indemnify such indemnified party under this Section 16. In Proceedings, or the preparation therefor, the indemnified parties shall be entitled to select their legal counsel and, in addition to the foregoing indemnity, the Borrowers shall, promptly upon demand, pay in the first instance, or reimburse the indemnified parties for, the reasonable fees and expenses of such legal counsel. The Borrowers shall not be responsible under this section for the fees and costs of more than one law firm in any one jurisdiction for the Borrowers and the indemnified parties with respect Guarantor hereby agrees not to assert any one Proceeding or set claim against any such Person on any theory of related Proceedingsliability, unless any indemnified party shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Borrowers or there are other circumstances that in the reasonable judgment of the indemnified parties make separate counsel advisable. If, and to the extent that the obligations of the Borrowers under this Section 16 are unenforceable for any reason, the Borrowers shall make the maximum contribution to the payment in satisfaction of such obligations that is permissible under applicable law. The covenants contained in this Section 16 shall survive payment or satisfaction in full of all other Obligations and the termination of the Commitments and the Loan Documents. To the fullest extent permitted by applicable law, the Administrative Agent, the Banks, and any Related Party of any of the foregoing Persons (each, a “Bank-Related Person”), shall not be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) of the Borrowers arising out of, in connection with, of or as a result of, this otherwise relating to the Credit Agreement, any other Loan Document the actual or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the proposed use of the proceeds thereofof the loans or credit extended thereunder. No Bank-Related Person shall be liable for any damages arising from  (c) Without prejudice to the use by unintended recipients survival of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or of the other Loan Documents or the transactions contemplated hereby or thereby except to the extent such damages result from the gross negligence or willful misconduct agreements of the Bank-Related Person as determined by a court Guarantor under this Guaranty or any other Loan Document, the agreements and obligations of competent jurisdiction the Guarantor contained in a final Section 1 (with respect to enforcement expenses), Section 4, Section 6 and non-appealable judgment.this Section 17 shall survive the payment in full of the Obligations and all of the other amounts payable under this Guaranty. 

Indemnification Damage Waiver. (a) The Borrowers shallBorrower, regardless of whether any Loans are made hereunderwithout limitation as to time, will defend and indemnify the Lenders and their respective officers, directors, managers, employees, attorneys and agents (each, an “Indemnified Party”) against, and hold each Indemnified Party harmless from, all losses, claims, damages, liabilities, costs (including the Administrative Agent costs of preparation and attorneys’ fees and expenses) (collectively, the Banks“Losses”) incurred by any Indemnified Party as a result of, and each Related Party or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Borrower, (ii) any breach of any covenant, agreement or obligation of the Borrower contained in any of the foregoing Persons, from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, causes of action, and Proceedings, and reasonable costs and expenses in connection therewith, incurred, suffered, sustained, Loan Documents or required to be paid by an indemnified party by reason of or resulting, 72 AMERICAS/2023306744.4 directly or indirectly, from the transactions contemplated by the Loan Documents, including (aiii) any actual investigation or proposed use by any proceeding against the Borrower or any Indemnified Party and arising out of its Subsidiaries of the proceeds of any of the Loans, (b) any Borrower or any of its Subsidiaries entering into or performing in connection with this Credit Agreement or any of the other Loan Documents, whether or (c) with respect to any Borrower and its Subsidiaries and their respective properties and assetsnot the transactions contemplated by this Agreement are consummated, which investigation or proceeding requires the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, releaseparticipation of, or threatened release is commenced or filed against, any Indemnified Party because of this Agreement, any Hazardous Substances other Loan Document or such other documents and the transactions contemplated hereby or thereby, other than any Proceeding brought Losses resulting from action on the part of such Indemnified Party which is finally determined in such proceeding to be primarily and directly a result of such party’s gross negligence or threatened with respect willful misconduct. The Borrower agrees to any Hazardous Substances (including claims with respect to wrongful death, personal injury, or damage to property), in reimburse each case including the reasonable fees and disbursements of outside legal counsel Indemnified Party promptly for all such Losses as they are incurred by such Indemnified Party in connection with the investigation of, preparation for or defense of any such Proceeding (collectively, pending or threatened claim or any action or proceeding arising therefrom. The Lenders agree to reimburse the “Indemnified Liabilities”), provided, however, the Borrowers shall not be obligated to indemnify any party Borrower for any damages, losses, settlement payments, obligations, liabilities, claims, causes of action, Proceedings, costs, payments made by the Borrower to the Lenders pursuant to this paragraph for Losses which are finally determined in such proceeding to primarily and expenses that were caused directly by (i) result from the gross negligence or willful misconduct of the indemnified party as determined Lenders. The obligations of the Borrower under this paragraph will survive any transfer of the Notes by a court the Lenders and the termination of competent jurisdiction in a final and non- appealable judgment or (ii) any material breach by any Defaulting Bank of its obligation to fund a Loan pursuant to this Credit Agreement, provided that no Borrower is then in Default. Further, In the Borrowers shall not be liable for any indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) of any indemnified party, provided event that the foregoing indemnity is unavailable or insufficient to hold an Indemnified Party harmless, then the Borrower will contribute to amounts paid or payable by such Indemnified Party in respect of such Indemnified Party’s Losses in such proportions as appropriately reflect the relative benefits received by and fault of the Borrower and such Indemnified Party in connection with the matters as to which such Losses relate and other equitable considerations. (b) If any action, proceeding or investigation is commenced, as to which any Indemnified Party proposes to demand such indemnification, it shall notify the Borrower with reasonable promptness; provided, however, that any failure by such Indemnified Party to notify the Borrower shall not limit relieve the Borrowers’ obligation to indemnify an indemnified party against indirect or consequential damages asserted against such indemnified party by a third party, Borrower from its obligations hereunder except to the extent that the Borrowers are otherwise obligated to indemnify such indemnified party under this Section 16Borrower is prejudiced thereby. In Proceedings, or the preparation therefor, the indemnified parties The Borrower shall be entitled to select their legal assume the defense of any such action, proceeding or investigation, including the employment of counsel andand the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in connection with any such action, proceeding or investigation and to participate in addition the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, unless (i) the Borrower has failed to assume the foregoing indemnitydefense and employ counsel as provided herein, (ii) the Borrower has agreed in writing to pay such fees and expenses of separate counsel or (iii) an action, proceeding, or investigation has been commenced against both the Indemnified Party and/or the Borrower and representation of both the Borrower and/or the Indemnified Party by the same counsel would be inappropriate because of actual or potential conflicts of interest between the parties. In the case of any circumstance described in clauses (i), (ii) or (iii) of the immediately preceding sentence, the Borrowers shall, promptly upon demand, pay in the first instance, or reimburse the indemnified parties for, Borrower shall be responsible for the reasonable fees and expenses of such legal separate counsel. The Borrowers ; provided, however, that the Borrower shall not in any event be responsible under this section for required to pay the fees fee and costs expenses of more than one law firm in any one jurisdiction for the Borrowers and the indemnified parties with respect to any one Proceeding or set of related Proceedings, unless any indemnified party shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Borrowers or there are other circumstances that in the reasonable judgment of the indemnified parties make separate counsel advisable. If(and, and if deemed necessary by such separate counsel, appropriate local counsel who shall report to the extent that the obligations of the Borrowers under this Section 16 are unenforceable such separate counsel) for any reason, the Borrowers shall make the maximum contribution to the payment in satisfaction of such obligations that is permissible under applicable lawall Indemnified Parties. The covenants contained in this Section 16 Borrower shall survive payment or satisfaction in full be liable only for settlement of all other Obligations and any claim against an Indemnified Party made with the termination of the Commitments and the Loan Documents. Borrower’s written consent. (c) To the fullest extent permitted by applicable law, the Administrative Agent, the BanksBorrower shall not assert, and hereby waive, any Related Party claim against any Indemnified Party, on any theory of any of the foregoing Persons (eachliability, a “Bank-Related Person”), shall not be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) of the Borrowers arising out of, in connection with, or as a result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Bank-Related Person Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent such damages result from the gross negligence or willful misconduct of the Bank-Related Person as determined by a court of competent jurisdiction in a final and non-appealable judgmentthereby.

Indemnification Damage Waiver. The Borrowers shall, regardless of whether any Loans are made hereunder, (a) Borrower shall indemnify and hold harmless the Administrative Agent and the Bankseach Lender and each Issuing Lender, and each Related Party of any of their respective directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the foregoing Persons, “Indemnitees”) from and against any and all damagesliabilities, obligations, losses, settlement paymentsdamages, obligations, liabilitiespenalties, claims, causes demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees, whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy (including any adversary proceeding, contested matter or motion) or otherwise) of actionany kind or nature whatsoever that may at any time be imposed on, and Proceedings, and reasonable costs and expenses incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection therewithwith (a) the execution, incurreddelivery, sufferedenforcement, sustainedperformance or administration of any Loan Document or any other agreement, letter or required to be paid by an indemnified party by reason of or resulting, 72 AMERICAS/2023306744.4 directly or indirectly, from instrument delivered in connection with the transactions contemplated by thereby, the Loan Documents, extensions of credit (including (athe issuance of any Letter of Credit hereunder) any actual or proposed use by any Borrower or any of its Subsidiaries the consummation of the proceeds of any of the Loanstransactions contemplated thereby, (b) any Borrower Loan or any Letter of its Subsidiaries entering into Credit, or performing this Credit Agreement the use or any proposed use of the other Loan Documentsproceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) with respect to any Borrower and its Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, actual or threatened alleged presence or release of any Hazardous Substances substance regulated by any Environmental Law on or from any property currently or formerly owned or operated by any Loan Party, or any Environmental Liabilities and Costs related in any way to any Loan Party, or (d) any actual or overtly threatened Proceeding brought 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 with respect to Proceeding) and regardless of whether any Hazardous Substances Indemnitee is a party thereto (including claims with respect to wrongful deathall the foregoing, personal injury, or damage to property), in each case including the reasonable fees and disbursements of outside legal counsel incurred in connection with any such Proceeding (collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, providedas to any Indemnitee, howeverbe available to the extent that such liabilities, the Borrowers shall not be obligated to indemnify any party for any damagesobligations, losses, settlement paymentsdamages, obligations, liabilitiespenalties, claims, causes of actiondemands, Proceedingsactions, judgments, suits, costs, expenses or disbursements (including reasonable attorneys’ fees, whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy (including any adversary proceeding, contested matter or motion) or otherwise): (x) are determined by a court of competent jurisdiction by final and expenses that were caused directly by (i) nonappealable judgment to have resulted from the gross negligence or willful misconduct of the indemnified party such Indemnitee; (y) result from a claim brought by Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any Loan Document, if Borrower 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 judgment jurisdiction; or (iiz) result from a claim not involving an act or omission of Borrower and that is brought by an Indemnitee against another Indemnitee (other than against any material breach by Arranger or Administrative Agent, Swing Line Lender or any Defaulting Bank of its obligation to fund a Loan pursuant to this Credit AgreementIssuing Lender in their capacities as such); provided, provided further, that no Borrower is then in Default. Further, the Borrowers such indemnity shall not be liable for any indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) of any indemnified party, provided that the foregoing shall not limit the Borrowers’ obligation to indemnify an indemnified party against indirect or consequential damages asserted against such indemnified party by a third party, to the extent that the Borrowers are otherwise obligated to indemnify such indemnified party under this Section 16. In Proceedings, or the preparation therefor, the indemnified parties shall be entitled to select their legal counsel and, in addition to the foregoing indemnity, the Borrowers shall, promptly upon demand, pay in the first instance, or reimburse the indemnified parties for, the reasonable fees and expenses of such legal counsel. The Borrowers shall not be responsible under this section for include the fees and costs of more than one a separate lead counsel law firm and a local counsel law firm for any action brought in any one jurisdiction for state or federal court within the Borrowers State of Oregon. The agreements in this Section 11.3 shall survive the resignation of Administrative Agent, the replacement of any Lender, the termination of the Revolving Loan Commitments and the indemnified parties repayment, satisfaction or discharge of all the other Obligations. All amounts due under this Section 11.3 shall be payable within ten Business Days after demand therefor. (b) Upon receiving knowledge of any suit, claim or demand asserted by a third party that an Indemnitee believes is covered by this indemnity, the Indemnitee shall give Borrower notice of the matter and an opportunity to defend it, at Borrower’s sole cost and expense, with respect to any one Proceeding or set of related Proceedings, unless any indemnified party shall have legal counsel reasonably concluded that there are legal defenses available to it that are different from or additional to those available satisfactory to the Borrowers Indemnitee. An Indemnitee may also require Borrower to defend the matter. Any failure or there are other circumstances that delay of an Indemnitee to notify Borrower of any suit, claim or demand shall not relieve Borrower of its obligations of this Section 11.3, but shall reduce such obligations to the extent of any increase in the reasonable judgment of the indemnified parties make separate counsel advisable. If, and to those obligations caused solely by an unreasonable failure or delay in providing such notice. (c) To the extent that the obligations Borrower for any reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender, the Swing Line Lender or any Related Party of any of the Borrowers under this Section 16 are unenforceable for foregoing, each Lender severally agrees to pay to the Administrative Agent (or any reasonsuch sub-agent), such Issuing Lender, the Borrowers shall make Swing Line Lender or such Related Party, as the maximum contribution case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Revolving Credit Outstandings at such time, or if the Revolving Credit Outstandings have been reduced to zero, then based on such Lender’s share of the payment in satisfaction Revolving Credit Outstandings immediately prior to such reduction) of such obligations unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that is permissible under applicable law. The covenants contained in this Section 16 shall survive payment the unreimbursed expense or satisfaction in full of all other Obligations and indemnified loss, claim, damage, liability or related expense, as the termination of the Commitments and the Loan Documents. To the fullest extent permitted case may be, was incurred by applicable law, or asserted against the Administrative AgentAgent (or any such sub-agent), such Issuing Lender or the BanksSwing Line Lender in its capacity as such, and or against any Related Party of any of the foregoing Persons acting for the Administrative Agent (each, a “Bankor any such sub-Related Person”agent), such Issuing Lender or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 3.7. (d) To the fullest extent permitted by law, Borrower shall not be liable assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for any Indemnified Liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) of the Borrowers arising out of, in connection with, or as a result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Loan, or the use of the proceeds thereof. No Bank-Related Person Indemnitee referred to in paragraph (a) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except thereby. Notwithstanding the foregoing, nothing in this Section 11.3(b) shall relieve the Borrower or any Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 11.3(a), against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (e) Each party’s obligations under this Section shall survive the extent such damages result from the gross negligence or willful misconduct termination of the Bank-Related Person as determined by a court Loan Documents and payment of competent jurisdiction in a final and non-appealable judgmentthe Obligations hereunder.

Indemnification Damage Waiver. The Borrowers shall, regardless of whether any Loans are made hereunder, Borrower shall indemnify and hold harmless the Administrative Agent and each Lender and the BanksIssuing Lender, and each Related Party of any of their respective directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the foregoing Persons, “Indemnitees”) from and against any and all damagesliabilities, obligations, losses, settlement paymentsdamages, obligations, liabilitiespenalties, claims, causes demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees, whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy (including any adversary proceeding, contested matter or motion) or otherwise) of actionany kind or nature whatsoever that may at any time be imposed on, incurred by Columbia – Second Amended and Proceedings, and reasonable costs and expenses Restated Credit Agreement or asserted against any such Indemnitee in any way relating to or arising out of or in connection therewithwith (a) the execution, incurreddelivery, sufferedenforcement, sustainedperformance or administration of any Loan Document or any other agreement, letter or required to be paid by an indemnified party by reason of or resulting, 72 AMERICAS/2023306744.4 directly or indirectly, from instrument delivered in connection with the transactions contemplated by thereby, the Loan Documents, extensions of credit (including (athe issuance of any Letter of Credit hereunder) any actual or proposed use by any Borrower or any of its Subsidiaries the consummation of the proceeds of any of the Loanstransactions contemplated thereby, (b) any Borrower Loan or any Letter of its Subsidiaries entering into Credit, or performing this Credit Agreement the use or any proposed use of the other Loan Documentsproceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) with respect to any Borrower and its Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, actual or threatened alleged presence or release of any Hazardous Substances substance regulated by any Environmental Law on or from any property currently or formerly owned or operated by any Loan Party, or any Proceeding brought Environmental Liabilities and Costs related in any way to any Loan Party, or (d) any actual or overtly threatened 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 with respect to claim, investigation, litigation or proceeding) and regardless of whether any Hazardous Substances Indemnitee is a party thereto (including claims with respect to wrongful deathall the foregoing, personal injury, or damage to property), in each case including the reasonable fees and disbursements of outside legal counsel incurred in connection with any such Proceeding (collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, providedas to any Indemnitee, howeverbe available to the extent that such liabilities, the Borrowers shall not be obligated to indemnify any party for any damagesobligations, losses, settlement paymentsdamages, obligations, liabilitiespenalties, claims, causes of actiondemands, Proceedingsactions, judgments, suits, costs, and expenses that were caused directly by or disbursements (iincluding reasonable attorneys’ fees, whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy (including any adversary proceeding, contested matter or motion) the gross negligence or willful misconduct of the indemnified party as otherwise) (x) are determined by a court of competent jurisdiction in a by final and non- appealable nonappealable judgment or (ii) any material breach by any Defaulting Bank of its obligation to fund a Loan pursuant to this Credit Agreement, provided that no Borrower is then in Default. Further, the Borrowers shall not be liable for any indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) of any indemnified party, provided that the foregoing shall not limit the Borrowers’ obligation to indemnify an indemnified party against indirect or consequential damages asserted against such indemnified party by a third party, to the extent that the Borrowers are otherwise obligated to indemnify such indemnified party under this Section 16. In Proceedings, or the preparation therefor, the indemnified parties shall be entitled to select their legal counsel and, in addition to the foregoing indemnity, the Borrowers shall, promptly upon demand, pay in the first instance, or reimburse the indemnified parties for, the reasonable fees and expenses of such legal counsel. The Borrowers shall not be responsible under this section for the fees and costs of more than one law firm in any one jurisdiction for the Borrowers and the indemnified parties with respect to any one Proceeding or set of related Proceedings, unless any indemnified party shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Borrowers or there are other circumstances that in the reasonable judgment of the indemnified parties make separate counsel advisable. If, and to the extent that the obligations of the Borrowers under this Section 16 are unenforceable for any reason, the Borrowers shall make the maximum contribution to the payment in satisfaction of such obligations that is permissible under applicable law. The covenants contained in this Section 16 shall survive payment or satisfaction in full of all other Obligations and the termination of the Commitments and the Loan Documents. To the fullest extent permitted by applicable law, the Administrative Agent, the Banks, and any Related Party of any of the foregoing Persons (each, a “Bank-Related Person”), shall not be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) of the Borrowers arising out of, in connection with, or as a result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Bank-Related Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent such damages result resulted from the gross negligence or willful misconduct of the Bank-Related Person such Indemnitee; (y) result from a claim brought by Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any Loan Document, if Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction; or (z) result from a claim not involving an act or omission of Borrower and that is brought by an Indemnitee against another Indemnitee (other than against the arranger or Administrative Agent in their capacities as such); and provided, further, that such indemnity shall not include the fees and costs of a final separate lead counsel law firm and non-appealable judgmenta local counsel law firm for any action brought in any state or federal court within the State of Oregon. The agreements in this Section 11.3 shall survive the resignation of Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. All amounts due under this Section 11.3 shall be payable within ten Business Days after demand therefor.

Indemnification Damage Waiver. The Borrowers shall, regardless of whether any Loans are made hereunder, (a) Borrower shall indemnify and hold harmless the Administrative Agent and each Lender and their respective directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the Banks, and each Related Party of any of the foregoing Persons, “Indemnitees”) from and against any and all damagesliabilities, obligations, losses, settlement paymentsdamages, obligations, liabilitiespenalties, claims, causes demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees, whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy (including any adversary proceeding, contested matter or motion) or otherwise) of actionany kind or nature whatsoever that may at any time be imposed on, and Proceedings, and reasonable costs and expenses incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection therewithwith (a) the execution, incurreddelivery, sufferedenforcement, sustainedperformance or administration of any Loan Document or any other agreement, letter or required to be paid by an indemnified party by reason of or resulting, 72 AMERICAS/2023306744.4 directly or indirectly, from instrument delivered in connection with the transactions contemplated by thereby or the Loan Documents, including (a) any actual or proposed use by any Borrower or any of its Subsidiaries consummation of the proceeds of any of the Loanstransactions contemplated thereby, (b) any Borrower Loan or any of its Subsidiaries entering into the use or performing this Credit Agreement or any proposed use of the other Loan Documentsproceeds therefrom, or (c) with respect to any Borrower and its Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, actual or threatened alleged presence or release of any Hazardous Substances substance regulated by any Environmental Law on or from any property currently or formerly owned or operated by any Loan Party, or any Proceeding brought Environmental Liabilities and Costs related in any way to any Loan Party, or (d) any actual or overtly threatened 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 with respect to claim, investigation, litigation or proceeding) and regardless of whether any Hazardous Substances Indemnitee is a party thereto (including claims with respect to wrongful deathall the foregoing, personal injury, or damage to property), in each case including the reasonable fees and disbursements of outside legal counsel incurred in connection with any such Proceeding (collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, providedas to any Indemnitee, howeverbe available to the extent that such liabilities, the Borrowers shall not be obligated to indemnify any party for any damagesobligations, losses, settlement paymentsdamages, obligations, liabilitiespenalties, claims, causes of actiondemands, Proceedingsactions, judgments, suits, costs, expenses or disbursements (including reasonable attorneys’ fees, whether incurred at the trial or CREDIT AGREEMENT PAGE 56 appellate level, in an arbitration or administrative proceeding, in bankruptcy (including any adversary proceeding, contested matter or motion) or otherwise) (x) are determined by a court of competent jurisdiction by final and expenses that were caused directly by (i) nonappealable judgment to have resulted from the gross negligence or willful misconduct of the indemnified party such Indemnitee; (y) result from a claim brought by Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any Loan Document, if Borrower 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 judgment jurisdiction; or (iiz) any material breach result from a claim not involving an act or omission of Borrower and that is brought by any Defaulting Bank of its obligation to fund a Loan pursuant to this Credit Agreementan Indemnitee against another Indemnitee (other than against the arranger or the Administrative Agent in their capacities as such); and provided, provided further, that no Borrower is then in Default. Further, the Borrowers such indemnity shall not be liable for any indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) of any indemnified party, provided that the foregoing shall not limit the Borrowers’ obligation to indemnify an indemnified party against indirect or consequential damages asserted against such indemnified party by a third party, to the extent that the Borrowers are otherwise obligated to indemnify such indemnified party under this Section 16. In Proceedings, or the preparation therefor, the indemnified parties shall be entitled to select their legal counsel and, in addition to the foregoing indemnity, the Borrowers shall, promptly upon demand, pay in the first instance, or reimburse the indemnified parties for, the reasonable fees and expenses of such legal counsel. The Borrowers shall not be responsible under this section for include the fees and costs of more than one a separate lead counsel law firm and a local counsel law firm for any action brought in any one jurisdiction for state or federal court within the Borrowers and the indemnified parties with respect to any one Proceeding or set State of related Proceedings, unless any indemnified party shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Borrowers or there are other circumstances that in the reasonable judgment of the indemnified parties make separate counsel advisable. If, and to the extent that the obligations of the Borrowers under this Section 16 are unenforceable for any reason, the Borrowers shall make the maximum contribution to the payment in satisfaction of such obligations that is permissible under applicable lawOregon. The covenants contained agreements in this Section 16 11.3 shall survive payment or satisfaction in full the resignation of all other Obligations and the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the Loan Documentsrepayment, satisfaction or discharge of all the other Obligations. All amounts due under this Section 11.3 shall be payable within ten Business Days after demand therefor. (b) Upon receiving knowledge of any suit, claim or demand asserted by a third party that an Indemnitee believes is covered by this indemnity, the Indemnitee shall give Borrower notice of the matter and an opportunity to defend it, at Borrower’s sole cost and expense, with legal counsel reasonably satisfactory to the Indemnitee. An Indemnitee may also require Borrower to defend the matter. Any failure or delay of an Indemnitee to notify Borrower of any suit, claim or demand shall not relieve Borrower of its obligations of this Section 11.3, but shall reduce such obligations to the extent of any increase in those obligations caused solely by an unreasonable failure or delay in providing such notice. (c) To the fullest extent permitted by applicable law, the Administrative Agent, the BanksBorrower shall not assert, and hereby waives, any Related Party claim against any Indemnitee, on any theory of any of the foregoing Persons (eachliability, a “Bank-Related Person”), shall not be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) of the Borrowers arising out of, in connection with, or as a result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Loan, or the use of the proceeds thereof. No Bank-Related Person Indemnitee referred to in paragraph (a) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to thereby. (d) Each party’s obligations under this Section shall survive the extent such damages result from the gross negligence or willful misconduct termination of the Bank-Related Person as determined by a court Loan Documents and payment of competent jurisdiction in a final and non-appealable judgmentthe Obligations hereunder.

Indemnification Damage Waiver. The Borrowers shall, regardless of whether any Loans are made hereunder, indemnify and hold harmless the Administrative Agent and the Banks, and each Related Party of any of the foregoing Persons, from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, causes of action, and Proceedings, and reasonable costs and expenses in connection therewith, incurred, suffered, sustained, or required to be paid by an indemnified party by reason of or resulting, 72 AMERICAS/2023306744.4 directly or indirectly, from the transactions contemplated by the Loan Documents, including (a) any actual or proposed use by any Borrower or any of its Subsidiaries of the proceeds of any of the Loans, (b) any Borrower or any of its Subsidiaries entering into or performing this Credit Agreement or any of the other Loan Documents, or (c) with respect to any Borrower and its Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substances or any Proceeding brought or threatened with respect to any Hazardous Substances (including claims with respect to wrongful death, personal injury, or damage to property), in each case including the reasonable fees and disbursements of outside legal counsel incurred in connection with any such Proceeding (collectively, the “Indemnified Liabilities”), provided, however, the Borrowers shall not be obligated to indemnify any party for any damages, losses, settlement payments, obligations, liabilities, claims, causes of action, Proceedings, costs, and expenses that were caused directly by (i) the gross negligence or willful misconduct of the indemnified party as determined by a court of competent jurisdiction in a final and non- non-appealable judgment or (ii) any material breach by any Defaulting Bank of its obligation to fund a Loan pursuant to this Credit Agreement, provided that no Borrower is then in Default. Further, the Borrowers shall not be liable for any indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) of any indemnified party, provided that the foregoing shall not limit the Borrowers’ obligation to indemnify an indemnified party against indirect or consequential damages asserted against such indemnified party by a third party, to the extent that the Borrowers are otherwise obligated to indemnify such indemnified party under this Section 16. In Proceedings, or the preparation therefor, the indemnified parties shall be entitled to select their legal counsel and, in addition to the foregoing indemnity, the Borrowers shall, promptly upon demand, pay in the first instance, or reimburse the indemnified parties for, the reasonable fees and expenses of such legal counsel. The Borrowers shall not be responsible under this section for the fees and costs of more than one law firm in any one jurisdiction for the Borrowers and the indemnified parties with respect to any one Proceeding or set of related Proceedings, unless any indemnified party shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Borrowers or there are other circumstances that in the reasonable judgment of the indemnified parties make separate counsel advisable. If, and to the extent that the obligations of the Borrowers under this Section 16 are unenforceable for any reason, the Borrowers shall make the maximum contribution to the payment in satisfaction of such obligations that is permissible under applicable law. The covenants contained in this Section 16 shall survive payment or satisfaction in full of all other Obligations and the termination of the Commitments and the Loan Documents. To the fullest extent permitted by applicable law, the Administrative Agent, the Banks, and any Related Party of any of the foregoing Persons (each, a “Bank-Related Person”), shall not be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) of the Borrowers arising out of, in connection with, or as a result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Bank-Related Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent such damages result from the gross negligence or willful misconduct of the Bank-Related Person as determined by a court of competent jurisdiction in a final and non-appealable judgment.

Indemnification Damage Waiver. The Borrowers shall, regardless of whether any Loans are made hereunder, (a) Borrower shall indemnify and hold harmless the Administrative Agent and each Lender and the BanksIssuing Lender, and each Related Party of any of their respective directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the foregoing Persons, “Indemnitees”) from and against any and all damagesliabilities, obligations, losses, settlement paymentsdamages, obligations, liabilitiespenalties, claims, causes demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees, whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy (including SECOND AMENDED AND RESTATED CREDIT AGREEMENT99 any adversary proceeding, contested matter or motion) or otherwise) of actionany kind or nature whatsoever that may at any time be imposed on, and Proceedings, and reasonable costs and expenses incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection therewithwith (a) the execution, incurreddelivery, sufferedenforcement, sustainedperformance or administration of any Loan Document or any other agreement, letter or required to be paid by an indemnified party by reason of or resulting, 72 AMERICAS/2023306744.4 directly or indirectly, from instrument delivered in connection with the transactions contemplated by thereby, the Loan Documents, extensions of credit (including (athe issuance of any Letter of Credit hereunder) any actual or proposed use by any Borrower or any of its Subsidiaries the consummation of the proceeds of any of the Loanstransactions contemplated thereby, (b) any Borrower Loan or any Letter of its Subsidiaries entering into Credit, or performing this Credit Agreement the use or any proposed use of the other Loan Documentsproceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) with respect to any Borrower and its Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, actual or threatened alleged presence or release of any Hazardous Substances substance regulated by any Environmental Law on or from any property currently or formerly owned or operated by any Loan Party, or any Proceeding brought Environmental Liabilities and Costs related in any way to any Loan Party, or (d) any actual or overtly threatened 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 with respect to claim, investigation, litigation or proceeding) and regardless of whether any Hazardous Substances Indemnitee is a party thereto (including claims with respect to wrongful deathall the foregoing, personal injury, or damage to property), in each case including the reasonable fees and disbursements of outside legal counsel incurred in connection with any such Proceeding (collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, providedas to any Indemnitee, howeverbe available to the extent that such liabilities, the Borrowers shall not be obligated to indemnify any party for any damagesobligations, losses, settlement paymentsdamages, obligations, liabilitiespenalties, claims, causes of actiondemands, Proceedingsactions, judgments, suits, costs, expenses or disbursements (including reasonable attorneys’ fees, whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy (including any adversary proceeding, contested matter or motion) or otherwise) (x) are determined by a court of competent jurisdiction by final and expenses that were caused directly by (i) nonappealable judgment to have resulted from the gross negligence or willful misconduct of the indemnified party such Indemnitee; (y) result from a claim brought by Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any Loan Document, if Borrower 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 judgment jurisdiction; or (iiz) any material breach result from a claim not involving an act or omission of Borrower and that is brought by any Defaulting Bank of its obligation to fund a Loan pursuant to this Credit Agreementan Indemnitee against another Indemnitee (other than against the arranger or Administrative Agent in their capacities as such); and provided, provided further, that no Borrower is then in Default. Further, the Borrowers such indemnity shall not be liable for any indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) of any indemnified party, provided that the foregoing shall not limit the Borrowers’ obligation to indemnify an indemnified party against indirect or consequential damages asserted against such indemnified party by a third party, to the extent that the Borrowers are otherwise obligated to indemnify such indemnified party under this Section 16. In Proceedings, or the preparation therefor, the indemnified parties shall be entitled to select their legal counsel and, in addition to the foregoing indemnity, the Borrowers shall, promptly upon demand, pay in the first instance, or reimburse the indemnified parties for, the reasonable fees and expenses of such legal counsel. The Borrowers shall not be responsible under this section for include the fees and costs of more than one a separate lead counsel law firm and a local counsel law firm for any action brought in any one jurisdiction for state or federal court within the Borrowers and the indemnified parties with respect to any one Proceeding or set State of related Proceedings, unless any indemnified party shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Borrowers or there are other circumstances that in the reasonable judgment of the indemnified parties make separate counsel advisable. If, and to the extent that the obligations of the Borrowers under this Section 16 are unenforceable for any reason, the Borrowers shall make the maximum contribution to the payment in satisfaction of such obligations that is permissible under applicable lawOregon. The covenants contained agreements in this Section 16 11.3 shall survive payment or satisfaction in full the resignation of all other Obligations and Administrative Agent, the replacement of any Lender, the termination of the Commitments and the Loan Documentsrepayment, satisfaction or discharge of all the other Obligations. All amounts due under this Section 11.3 shall be payable within ten Business Days after demand therefor. (b) Upon receiving knowledge of any suit, claim or demand asserted by a third party that an Indemnitee believes is covered by this indemnity, the Indemnitee shall give Borrower notice of the matter and an opportunity to defend it, at Borrower’s sole cost and expense, with legal counsel reasonably satisfactory to the Indemnitee. An Indemnitee may also require Borrower to defend the matter. Any failure or delay of an Indemnitee to notify Borrower of any suit, claim or demand shall not relieve Borrower of its obligations of this Section 11.3, but shall reduce such obligations to the extent of any increase in those obligations caused solely by an unreasonable failure or delay in providing such notice. (c) To the fullest extent permitted that the Borrower for any reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by applicable lawit to the Administrative Columbia – Second Amended and Restated Credit Agreement Agent (or any sub-agent thereof), the Administrative AgentIssuing Lender, the BanksSwingline Lender or any Related Party of any of the foregoing, and each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving A Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving A Lenders’ Revolving A Loan Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving A Loan Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, 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 Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing Persons acting for the Administrative Agent (each, a “Bankor any such sub-Related Person”agent), the Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 3.7. (d) To the fullest extent permitted by law, Borrower shall not be liable assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) of the Borrowers arising out of, in connection with, or as a result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Loan, or the use of the proceeds thereof. No Bank-Related Person Indemnitee referred to in paragraph (a) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent such damages result from the gross negligence or willful misconduct of the Bank-Related Person as determined by a court of competent jurisdiction in a final and non-appealable judgmentthereby.