Common use of Indemnification Limitation of Liability Clause in Contracts

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree to protect, indemnify and hold harmless the Indemnitees from and against any and all liabilities, obligations, losses, damages (including, without limitation, consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, or the management of the Loans or the Collateral, or (z) the use or the intended use of the proceeds of the Loans hereunder; or (ii) any claim, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby to the extent (a) determined in the final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (if any) to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, to the payment and satisfaction of all indemnified matters incurred by the Indemnitees.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the final, non-appealable a judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such Indemnitee indemnity shall be effective whether or (b) resulting from not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a breach party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of such Indemnitee their affiliates, or any of its obligations (if any) to fund its Commitment (if any) their respective directors, officers, employees, attorneys, agents, and advisers, on the Closing Date following satisfaction any theory of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III liability, for special, indirect, consequential, or punitive damages arising out of this Agreement). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers UniCapital and each Borrower, jointly and severally agree severally, agrees to protect, indemnify and hold harmless the Indemnitees Agent (which term for purposes of this Section 11.9 includes the "Mortgagee" under each Security Agreement and the "Security Agent" under each Lockbox Agreement) and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable external attorneys' fees, penaltiesbut excluding principal and accrued interest on any Loan) that may be incurred by or asserted or awarded against any Indemnified Party, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents transactions contemplated herein, any Aircraft or other Loan DocumentsCollateral, any possession, performance, transportation, management, sale, ownership, registration, mortgage, charging, control, maintenance, service, repair, design, testing, defect, overhaul, purchase, bearing, use or operation of any act, event Aircraft or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loansother Collateral, or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by UniCapital, any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. UniCapital and each Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated in any Loan Document, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability directly results from such Indemnified Party's gross negligence or willful misconduct. UniCapital and each Borrower agrees not to assert any claim against the undertaking to indemnifyAgent, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. In consideration of the execution and delivery of this Agreement by the Lender and the extension of credit under the Loans, the Borrower hereby indemnifies, exonerates and holds the Lender and its affiliates, officers, directors, employees, agents and advisors (acollectively, the "Indemnified Parties") The Borrowers jointly free and severally agree to protect, indemnify and hold harmless the Indemnitees from and against any and all liabilitiesclaims, obligationsactions, causes of action, suits, losses, damages costs, liabilities and damages, and expenses incurred in connection therewith (including, without limitation, consequential damagesirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the including reasonable and documented attorneys' fees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for and consultants of such Indemnitees or in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred byby reason of, or asserted against such Indemnitees (whether directin connection with the execution, indirectdelivery, enforcement, performance or consequential administration of this Agreement and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any acttransaction financed or to be financed in whole or in part, event directly or transaction related or attendant theretoindirectly, (y) the agreements of Lenders contained herein, the making of the Loans, or the management of the Loans or the Collateral, or (z) the use or the intended use of with the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Loans hereunder; Lender, the shareholders or (ii) any claim, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations creditors of the BorrowersLender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein are consummated, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (willful misconduct, and if any) and to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the foregoing undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of for any law or public policyreason, the Borrowers shall contribute Borrower hereby agrees to make the maximum portion which they are permitted to pay and satisfy under Applicable Law, contribution to the payment and satisfaction of all indemnified matters incurred each of the Indemnified Liabilities which is permissible under applicable law. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Credit Party, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by the Indemniteesa court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or special, as opposed to direct, damages.

Indemnification Limitation of Liability. (a) The Borrowers Parent and each Borrower jointly and severally agree (subject to protect, Section 4.10 hereof) agrees to indemnify absolutely and unconditionally and hold harmless the Indemnitees Agent, the Offshore Facility Agent, each Lender, the Issuing Bank, the Swingline Lender, and each of their respective affiliates and officers, directors, employees, agents, and advisors (each, an "Indemnified Party"), from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (the foregoing also to include, without limitation, reasonable attorneys' fees, settlement costs and disbursements) (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such Indemnified Liability is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (if any) willful misconduct. If and to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence foregoing may be unenforceable because it is violative of for any law or public policyreason, the Borrowers shall contribute Parent and each Borrower hereby agrees to make the maximum portion which they are permitted to pay and satisfy under Applicable Law, contribution to the payment and satisfaction of all indemnified matters incurred each Indemnified Liability which is permissible under applicable law. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.10 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the IndemniteesParent, any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree to protect, Borrower shall indemnify and hold harmless the Indemnitees Bank and each of its affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs and expenses (includingincluding without limitation reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including without limitation, consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees limitation in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwisepreparation of defense in connection therewith) in any manner relating to or arising out of (i) any act or omission of the BorrowersCredit Documents, any Affiliate of the BorrowersCollateral, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; Advance or (ii) the manufacture, storage, transportation, release or disposal of any claimHazardous Material on, cause from, over or affecting any of action, event the Collateral or circumstances relating to any of the business, assets, properties, licenses properties or operations of Borrower, any Subsidiary or any predecessor in interest, directly or indirectly, except to the Borrowersextent such claim, damage, loss, liability, cost or expense results from such Indemnified Party’s gross negligence or willful misconduct or willful breach of this Agreement. In the case of an investigation, litigation or other proceeding to which the indemnity in this §11.21 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrower hereby waives and agrees not to assert any claim against Bank, any of its affiliates, or any of their Affiliatesrespective directors, includingofficers, without limitationemployees, all claims relating to attorneys, agents and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the conditionCredit Documents, quality, maintenance any of the transactions contemplated herein or therein or the actual or proposed use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations proceeds of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby to the extent (a) determined in the final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (if any) to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement)Advance. To the extent that any of the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be indemnities required from Borrower under this §11.21 are unenforceable because it is violative of they violate any law Applicable Law or public policy, the Borrowers Borrower shall contribute pay the maximum portion amount which they are it is permitted to pay and satisfy under Applicable Law, to the payment and satisfaction of all indemnified matters incurred by the Indemnitees.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Administrative Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation relating to litigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking to indemnifyAdministrative Agent, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent and each Bank and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs and expenses (includingincluding without limitation reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including without limitation, consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees limitation in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; Loan or (ii) the manufacture, storage, transportation, release or disposal of any claimHazardous Material on, cause from, over or affecting any of action, event the Collateral or circumstances relating to any of the business, assets, properties, licenses properties or operations of the Borrowers, any Credit Party or any of their Affiliatespredecessor in interest, includingdirectly or indirectly, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the such Indemnified Party's gross negligence or willful misconduct or gross negligence of such Indemnitee or (b) resulting from a willful breach of such Indemnitee of its obligations (if any) to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). In the case of an investigation, litigation or other proceeding to which the indemnity in this section 11.23 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Bank, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loans. To the extent that any of the undertaking to indemnify, pay and hold harmless set forth in indemnities required from the preceding sentence may be Borrower under this Section 11.23 are unenforceable because it is violative of they violate any law Applicable Law or public policy, the Borrowers Borrower shall contribute pay the maximum portion amount which they are it is permitted to pay and satisfy under Applicable Law, to the payment and satisfaction of all indemnified matters incurred by the Indemnitees.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent and each Lender and each of their affiliates and their respective officers directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees and disbursements) ("Indemnified Liabilities") incurred by or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such Indemnified Liability is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the such Indemnified Party's gross negligence or willful misconduct or gross negligence to the extent relating to actions or proceedings between or among the Indemnified Parties and the Lenders not arising from any action or inaction of the Borrower or any Credit Party. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.9 applies, such Indemnitee indemnity shall be effective whether or (b) resulting from not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a breach of such Indemnitee of its obligations (if any) party thereto and whether or not the transactions contemplated hereby are consummated. If and to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the foregoing undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of for any law or public policyreason, the Borrowers shall contribute Borrower hereby agrees to make the maximum portion which they are permitted to pay and satisfy under Applicable Law, contribution to the payment and satisfaction of all indemnified matters incurred by each of the IndemniteesIndemnified Liabilities which is permissible under applicable law. This Section 11.9 supersedes any prior agreements of the parties as to indemnification or limits on liability.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to protect, indemnify and hold harmless the Indemnitees each Agent-Related Person and each Lender and each of their Affiliates and their respective officers, directors, employees, agents, and advisors (each, an “Indemnified Party”) from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, and reasonable, documented out-of-pocket costs and expenses (limited, in the case of counsel, to the reasonable and documented attorneys’ fees of one primary counsel to the Indemnified Parties, taken as a whole, and an additional single local counsel in each applicable local jurisdiction for all such Indemnified Parties (and, to the extent reasonably necessary in the case of an actual or perceived conflict of interest, one additional counsel for all similarly situated affected Indemnified Parties)) that may be incurred by or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or the Letters of Credit (all of the foregoing, collectively, the “Indemnified Liabilities”), except to the extent that any such Indemnified Liability (i) is found by a judgment or determination of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Party or such Indemnified Party’s affiliates, directors, officers, employees, advisors or agents, (ii) any claim, cause of action, event is found by a judgment or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby to the extent (a) determined in the final, non-appealable judgment determination of a court of competent jurisdiction to have resulted from a breach in any material respect of the willful misconduct or gross negligence obligations of such Indemnitee Indemnified Party under the Loan Documents or (biii) resulting from a breach arises out of or in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of the Borrower’s affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than any such Indemnitee claim, litigation, investigation or proceeding brought against any Indemnified Party solely in its capacity as such or in fulfillment of its obligations role as an Agent, Arranger or similar role under the Revolving Credit Facility). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (if anywhether direct or indirect, in contract or tort or otherwise) to fund it, any of its Commitment (if any) on Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found by a judgment or determination of a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. Neither any Agent-Related Person, nor any Lender, nor any of their Affiliates, nor any of their respective directors, officers, employees, attorneys, agents or advisors (collectively, the undertaking “Agent/Lender Entities”) shall be liable, on any theory of liability, for (and the Borrower and its Affiliates agree not to indemnifyassert any claim against any Agent/Lender Entity for) any special, pay indirect, consequential or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated therein or the actual or proposed use of the proceeds of the Loans. Neither the Borrower nor any of the Borrower’s affiliates nor any of their respective directors, officers, employees, attorneys, agents and hold harmless set forth advisors (collectively, the “Borrower Entities”) shall be liable, on any theory of liability, for (and Agent-Related Persons, Lenders and their respective Affiliates agree not to assert any claim against any Borrower Entities for) any special, indirect, consequential or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated therein or the actual or proposed use of the proceeds of the Loans (other than in the preceding sentence may be unenforceable because it is violative respect of any law such damages incurred or public policy, paid by any Indemnified Party to a third party in circumstances in which such Indemnified Party is otherwise entitled to indemnification in accordance with the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, to the payment and satisfaction terms of all indemnified matters incurred by the Indemniteesthis Section 11.9).

Indemnification Limitation of Liability. In consideration of the execution and delivery of this Agreement by the Agent and each Lender and the extension of credit under the Loans, the Borrower hereby indemnifies, exonerates and holds the Agent and each Lender and each of their respective affiliates, officers, directors, employees, agents and advisors (acollectively, the "Indemnified Parties") The Borrowers jointly free and severally agree to protect, indemnify and hold harmless the Indemnitees from and against any and all liabilitiesclaims, obligationsactions, causes of action, suits, losses, damages costs, liabilities and damages, and expenses incurred in connection therewith (including, without limitation, consequential damagesirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the including reasonable and documented attorneys' fees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for and consultants of such Indemnitees or in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred byby reason of, or asserted against such Indemnitees (whether directin connection with the execution, indirectdelivery, enforcement, performance or consequential administration of this Agreement and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any acttransaction financed or to be financed in whole or in part, event directly or transaction related or attendant theretoindirectly, (y) the agreements of Lenders contained herein, the making of the Loans, or the management of the Loans or the Collateral, or (z) the use or the intended use of with the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Loans hereunder; Agent or (ii) any claimLender, cause of action, event the shareholders or circumstances relating to the business, assets, properties, licenses or operations creditors of the Borrowers, Agent or any of their AffiliatesLender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein are consummated, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (willful misconduct, and if any) and to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the foregoing undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of for any law or public policyreason, the Borrowers shall contribute Borrower hereby agrees to make the maximum portion which they are permitted to pay and satisfy under Applicable Law, contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of the Guarantors, any Loan Party, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or special, as opposed to direct, damages. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 12.9 shall survive the payment in full of the Loans and all indemnified matters incurred by the Indemniteesother amounts payable under this Agreement.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent, BAS and each Lender and each of their affiliates and their respective officers, directors, employees and counsel (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementSpinoff, the Notes or Line of Business Transfer, the Revolving Credit Facility, the Transaction Documents, any of the Security Documents transactions contemplated therein or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 13.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction transactions contemplated herein or in any of all conditions precedent the 96 103 Transaction Documents, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking to indemnifyAgent, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Transaction Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated therein or herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers Parent and each Borrower jointly and severally agree (subject to protect, Section 4.10) agrees to indemnify absolutely and unconditionally and hold harmless the Indemnitees Agent and each Lender, the Issuing Bank, and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (the foregoing also to include, without limitation, reasonable attorneys' fees, settlement costs and disbursements) ("Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such Indemnified Liability is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (if any) willful misconduct. If and to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence foregoing may be unenforceable because it is violative of for any law or public policyreason, the Borrowers shall contribute Parent and each Borrower hereby agrees to make the maximum portion which they are permitted to pay and satisfy under Applicable Law, contribution to the payment and satisfaction of all indemnified matters incurred each Indemnified Liability which is permissible under applicable law. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.10 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the IndemniteesParent, any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Each Borrower agrees to protect, indemnify and hold harmless the Indemnitees from and against any and all liabilities, obligations, losses, damages (including, without limitation, consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and 'commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowersany such Persons, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, or the management of the Loans or the Collateral, or (z) the use or the intended use of the proceeds of the Loans hereunder; or (ii) any claim, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the Borrowers' compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Lawapplicable law; providedPROVIDED, howeverHOWEVER, that the Borrowers shall have no obligation to any Indemnitee under this Section SECTION 13.11 with respect to matters indemnified hereby to the extent (a) determined in the final, non-appealable judgment of a court of competent jurisdiction to have resulted which are caused by or resulting from the willful misconduct or gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (if any) to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement)Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion which they are it is permitted to pay and satisfy under Applicable Lawapplicable law, to the payment and satisfaction of all indemnified matters incurred by the Indemnitees.

Indemnification Limitation of Liability. (a) The Borrowers Company and each Borrower jointly and severally agree agrees to protect, indemnify absolutely and unconditionally and hold harmless the Indemnitees each Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages (including, without limitation, consequential damages), penalties, actions, judgments, suits, claimsliabilities, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, or the management of the Loans or the Collateral, or (z) the use or the intended use of the proceeds of the Loans hereunder; or (ii) any claim, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliatesexpenses, including, without limitation, all claims relating claims, damages, losses, liabilities, costs and expenses described in Section 6.09 (the foregoing also to include, without limitation, reasonable attorneys' fees, settlement costs and disbursements) ("Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the conditionLoan Documents, quality, maintenance any of the transactions contemplated herein or the actual or proposed use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations proceeds of the FCC and other Applicable Law; providedLoans, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such Indemnified Liability is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (if any) willful misconduct. If and to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence foregoing may be unenforceable because it is violative of for any law or public policyreason, the Borrowers shall contribute Company and each Borrower hereby agrees to make the maximum portion which they are permitted to pay and satisfy under Applicable Law, contribution to the payment and satisfaction of all indemnified matters incurred each Indemnified Liability which is permissible under applicable law. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.10 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the IndemniteesCompany, any Borrower, 124 131 its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally Borrowers, to the maximum extent permitted by applicable law, agree to protect, indemnify and hold harmless each Agent, each Arranger, the Indemnitees syndication agent, the documentation agent, each L/C Issuer and each Lender, and each Related Party of any of the foregoing Persons (each such Person, an “Indemnified Party”) from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwisepreparation of defense in connection therewith) in any manner relating to or arising out of (i) any act or omission in the case of the BorrowersArrangers, any Affiliate the Agents and their Related Parties only, the structuring, arrangement or syndication of the Borrowerscredit facilities established hereby (and all related commitment and fee letters and the execution, delivery or any performance thereof) and (ii) this Agreement and the other Person with respect to (x) Loan Documents and the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or Letters of Credit (ii) any claimcollectively, cause of action“Indemnified Liabilities”), event or circumstances relating to the businessexcept, assetsin each case, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.09 applies, such Indemnitee indemnity shall be effective whether or (b) resulting from a breach of not such Indemnitee investigation, litigation or proceeding is brought by any Borrower or any of its obligations directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrowers agree that no Indemnified Party shall have any liability (if anywhether direct or indirect, in contract or tort or otherwise) to fund its Commitment (if any) on any of them, any of their subsidiaries, any guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct. The Borrowers agree not to assert any claim against any Agent, any Arranger, the undertaking to indemnifysyndication agent, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative documentation agent, any L/C Issuer, any Lender, or any of the Related Parties of any law of the foregoing, on any theory of liability, for special, indirect, consequential, or public policypunitive damages arising out of or otherwise relating to this Agreement or the other Loan Documents or any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans or the Letters of Credit. For the avoidance of doubt, no amount shall be payable pursuant to this Section 11.09 in respect of Taxes or Other Taxes, the Borrowers shall contribute the maximum portion compensation for which they are permitted to pay and satisfy under Applicable Law, to the payment and satisfaction of all indemnified matters incurred is governed solely by the IndemniteesArticle III.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable external attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claim, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking to indemnifyAgent, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Lender and each of its affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable nonappealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final nonappealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking to indemnifyLender, pay any of its affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree to protect, Company shall indemnify and hold harmless the Indemnitees L/C Issuer and its Affiliates and each of their respective officers, directors, employees, advisors, agents, controlling persons and other representatives (collectively, the “Indemnitees”) from and against (and will reimburse each Indemnitee, as and when incurred, for) any and all liabilities, obligations, losses, damages (including, without limitation, consequential damages), penalties, claims, demands, actions, judgments, suits, claimscosts (including settlement costs), costsdisbursements, and reasonable and documented or invoiced out-of-pocket fees, costs and expenses (including the reasonable fees, disbursements and disbursements other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee in each relevant jurisdiction, and (iii) if necessary, one local counsel in each relevant jurisdiction (which may include a special counsel acting in multiple jurisdictions) of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may at any time be imposed on, incurred by, by or asserted or awarded against any such Indemnitees (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) Indemnitee in any manner way relating to or arising out of or in connection with or by reason of any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of any of the following, whether based on contract, tort or any other theory (iincluding any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding): (a) the execution, delivery, enforcement or performance of this Agreement or any Credit Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, or (b) any Letter of Credit or the use or proposed use of the proceeds therefrom; provided that such indemnity shall not, as to any Indemnitee (or any of its Affiliates, or any of its or their respective officers, directors, employees, advisors, agents, controlling persons or other representatives), be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, disbursements, fees or expenses are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or any of its or their respective officers, directors, employees, advisors, agents, controlling persons or other representatives (in each case, with respect to such person only, and not any other person), (B) from a material breach of the Credit Documents by such Indemnitee or one of its Affiliates or (C) with respect to any claim that did not arise out of any act or omission of the BorrowersCompany or any direct or indirect parent or controlling person thereof, any Affiliate dispute that is among Indemnitees (other than any dispute involving claims against the L/C Issuer, in its capacity as such) (collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the Borrowersnegligence of the Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not such proceedings are brought by the Company, its equity holders, its Affiliates, creditors or any other Person with respect to (x) third person. No Indemnitee shall be liable for any damages arising from the transactions evidenced use by or relating to this Agreement, the Notes or unintended recipients of any of the Security Documents information or other Loan Documents, or any act, event or transaction related or attendant thereto, materials obtained through information transmission systems (yincluding electronic telecommunications) the agreements of Lenders contained herein, the making of the Loans, or the management of the Loans or the Collateral, or (z) the use or the intended use of the proceeds of the Loans hereunder; or (ii) any claim, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance connection with this Agreement unless determined by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby to the extent (a) determined in the final, non-appealable judgment of a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct or gross negligence of such Indemnitee or (b) resulting from a breach of any such Indemnitee Indemnitee’s affiliates or any of its obligations or their respective officers, directors, employees, agents, advisors, controlling persons or other representatives, nor shall any Indemnitee or any Company Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (if any) to fund its Commitment (if any) on whether before or after the Closing Date following satisfaction Date); provided that such waiver of all conditions precedent special, punitive, indirect or consequential damages shall not limit the indemnification obligations of the Company Parties to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such special, punitive, indirect or consequential damages are included in any third party claim with respect to which the undertaking applicable Indemnitee is entitled to indemnifyindemnification under this Section 8.05. In the case of an investigation, pay litigation or other proceeding to which the indemnity in this Section 8.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Company Party, its directors, shareholders or creditors or an Indemnitee or any other Person, and whether or not any Indemnitee is otherwise a party thereto. Should any investigation, litigation or proceeding be settled, or if there is a judgment against an Indemnitee in any such investigation, litigation or proceeding, the Company shall indemnify and hold harmless each Indemnitee in the manner set forth in the preceding sentence may above. The Company shall not be unenforceable because it is violative liable for any settlement of any law proceeding effected without the written consent of the Company (not to be unreasonably withheld or public policydelayed), but if settled with such consent, the Borrowers Company agrees to indemnify each Indemnitee from and against any loss or liability by reason of such settlement. All amounts due under this Section 8.05 shall contribute be payable within 30 days after demand therefor. The agreements in this Section 8.05 shall survive the maximum portion which they are permitted to pay resignation of the L/C Issuer, the termination of the Commitments and satisfy under Applicable Lawthe payment, to the payment and satisfaction or discharge of all indemnified matters incurred by the IndemniteesObligations, including expiration or cancellation of all Letters of Credit issued hereunder. This Section 8.05 shall not apply with respect to Indemnified Taxes other than any Indemnified Taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

Indemnification Limitation of Liability. (a) The Borrowers Borrowers, jointly and severally severally, agree to protect, indemnify and hold harmless the Indemnitees Administrative Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by either Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrowers agree that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrowers agree not to assert any claim against the undertaking to indemnifyAdministrative Agent, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Lender and each of its affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesthird party claims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 11.9 applies, such Indemnitee indemnity shall be effective whether or (b) resulting from not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a breach of such Indemnitee party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Lender, any of its obligations (if any) to fund its Commitment (if any) affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on the Closing Date following satisfaction any theory of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III liability, for special, indirect, consequential, or punitive damages arising out of this Agreement). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees each Agent-Related Person and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claim, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations all of the Borrowersforegoing, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateralcollectively, the manner in which the Borrowers operates the Stations and their business"Indemnified Liabilities"), and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the undertaking such liability is found in a final non-appealable judgment by a court of competent jurisdiction to indemnifyhave directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against any Agent-Related Person, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent and each Lender and each of their affiliates and their respective 87 officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 11.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking to indemnifyAgent, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree to protect, Borrower shall indemnify and hold harmless the Indemnitees Bank and each of its affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs and expenses (includingincluding without limitation reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including without limitation, consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees limitation in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwisepreparation of defense in connection therewith) in any manner relating to or arising out of (i) any act or omission of the BorrowersCredit Documents, any Affiliate of the BorrowersCollateral, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; Advance or (ii) the manufacture, storage, transportation, release or disposal of any claimHazardous Material on, cause from, over or affecting any of action, event the Collateral or circumstances relating to any of the business, assets, properties, licenses properties or operations of Borrower, any Subsidiary or any predecessor in interest, directly or indirectly, except to the Borrowersextent such claim, damage, loss, liability, cost or expense results from such Indemnified Party’s gross negligence or willful misconduct or willful breach of this Agreement. In the case of an investigation, litigation or other proceeding to which the indemnity in this §11.21 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrower hereby waives and agrees not to assert any claim against Bank, any of its affiliates, or any of their Affiliatesrespective directors, includingofficers, without limitationemployees, all claims relating to attorneys, agents and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the conditionCredit Documents, quality, maintenance any of the transactions contemplated herein or therein or the actual or proposed use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations proceeds of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby to the extent (a) determined in the final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (if any) to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement)Advance. To the extent that any of the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be indemnities required from Borrower under this §11.21 are unenforceable because it is violative of they violate any law Applicable Law or public policy, the Borrowers Borrower shall contribute pay the maximum portion amount which they are it is permitted to pay and satisfy under Applicable Law, to the payment and satisfaction of all indemnified matters incurred by the Indemnitees.. -36-

Indemnification Limitation of Liability. In consideration of the execution and delivery of this Agreement by the Administrative Agent and each Lender and the extension of credit under the Loans, the Borrower hereby indemnifies, exonerates and holds the Administrative Agent, NCMI and each Lender and each of their respective affiliates, officers, directors, employees, agents and advisors (acollectively, the "Indemnified Parties") The Borrowers jointly free and severally agree to protect, indemnify and hold harmless the Indemnitees from and against any and all liabilitiesclaims, obligationsactions, causes of action, suits, losses, damages costs, liabilities and damages, and expenses incurred in connection therewith (including, without limitation, consequential damagesirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the including reasonable and documented attorneys' fees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for and consultants of such Indemnitees or in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred byby reason of, or asserted against such Indemnitees (whether directin connection with the execution, indirectdelivery, enforcement, performance or consequential administration of this Agreement and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any acttransaction financed or to be financed in whole or in part, event directly or transaction related or attendant theretoindirectly, (y) the agreements of Lenders contained herein, the making of the Loans, or the management of the Loans or the Collateral, or (z) the use or the intended use of with the proceeds of any Loan (including any Swing Line Loan) or Letter of Credit, whether or not such action is brought against the Loans hereunder; Administrative Agent or (ii) any claimLender, cause of action, event the shareholders or circumstances relating to the business, assets, properties, licenses or operations creditors of the Borrowers, Administrative Agent or any of their AffiliatesLender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein are consummated, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (willful misconduct, and if any) and to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the foregoing undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of for any law or public policyreason, the Borrowers shall contribute Borrower hereby agrees to make the maximum portion which they are permitted to pay and satisfy under Applicable Law, contribution to the payment and satisfaction of all indemnified matters incurred each of the Indemnified Liabilities which is permissible under applicable law. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by the Indemniteesa court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or special, as opposed to direct, damages.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees and disbursements) ("Indemnified Liabilities") that are incurred by or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in 103 connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such Indemnified Liability is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the such Indemnified Party's gross negligence or willful misconduct or gross negligence to the extent relating to actions or proceedings between or among the Indemnified Parties and the Lenders not arising from any action or inaction of the Borrower or any other Credit Party. In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 13.9 applies, such Indemnitee indemnity shall be effective whether or (b) resulting from not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a breach of such Indemnitee of its obligations (if any) party thereto and whether or not the transactions contemplated hereby are consummated. If and to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the foregoing undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of for any law or public policyreason, the Borrowers shall contribute Borrower hereby agrees to make the maximum portion which they are permitted to pay and satisfy under Applicable Law, contribution to the payment and satisfaction of all indemnified matters incurred by each of the IndemniteesIndemnified Liabilities which is permissible under applicable law. This SECTION 13.9 supersedes any prior agreements of the parties as to indemnification or limits on liability.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent, BAS and each Lender and each of their affiliates and their respective officers, directors, employees and counsel to the Agent (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable fees and expenses of counsel and, penaltieswithout duplication, actionsthe allocated cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementSpinoff, the Notes Line of Business Transfer or the Revolving Credit Facility, the Transaction Documents, any of the Security Documents transactions specified therein or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the (i) such Indemnified Party's gross negligence or willful misconduct or gross negligence (ii) legal proceedings commenced against such Indemnified Party by any other Indemnified Party. In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 12.9 applies, such Indemnitee indemnity shall be effective whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries or any Guarantor, arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction transactions contemplated herein or in any of all conditions precedent the Transaction Documents, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to indemnifythe Transaction Documents, pay and hold harmless set forth in any of the preceding sentence may be unenforceable because it is violative transactions contemplated therein or herein or the actual or proposed use of the proceeds of the Loans, except for claims for such special, indirect, consequential, or punitive damages directly arising out of such party's gross negligence or willful misconduct. Without prejudice to the survival of any law or public policyother agreement of the Borrower hereunder, the Borrowers agreements and obligations of the Borrower contained in this SECTION 12.9 shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, to survive the payment in full of the Loans and satisfaction of all indemnified matters incurred by the Indemniteesother amounts payable under this Agreement.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent, BAS and each Lender and each of their affiliates and their respective officers, directors, employees and counsel to the Agent (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable fees and expenses of counsel and, penaltieswithout duplication, actionsthe allocated cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementSpinoff, the Notes Line of Business Transfer or the Revolving Credit Facility, the Transaction Documents, any of the Security Documents transactions specified therein or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the (i) such Indemnified Party's gross negligence or willful misconduct or gross negligence (ii) legal proceedings commenced against such Indemnified Party by any other Indemnified Party. In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 13.9 applies, such Indemnitee indemnity shall be effective whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries or any Guarantor, arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction transactions contemplated herein or in any of all conditions precedent the Transaction Documents, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to indemnifythe Transaction Documents, pay and hold harmless set forth in any of the preceding sentence may be unenforceable because it is violative transactions contemplated therein or herein or the actual or proposed use of the proceeds of the Loans, except for claims for such special, indirect, consequential, or punitive damages directly arising out of such party's gross negligence or willful misconduct. Without prejudice to the survival of any law or public policyother agreement of the Borrower hereunder, the Borrowers agreements and obligations of the Borrower contained in this SECTION 13.9 shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, to survive the payment in full of the Loans and satisfaction all other amounts payable under this Agreement and each other Loan Document and the occurrence of all indemnified matters incurred by the IndemniteesFacility Termination Date.

Indemnification Limitation of Liability. (a) The Borrowers Company and each Borrower jointly and severally agree agrees to protect, indemnify absolutely and unconditionally and hold harmless each Agent and each Lender (including the Indemnitees Australian Facility Swing Line Lender), the Issuing Bank, the Bank Guarantee Issuers and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages (including, without limitation, consequential damages), penalties, actions, judgments, suits, claimsliabilities, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, or the management of the Loans or the Collateral, or (z) the use or the intended use of the proceeds of the Loans hereunder; or (ii) any claim, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliatesexpenses, including, without limitation, all claims relating claims, damages, losses, liabilities, costs and expenses described in SECTION 6.09 (the foregoing also to include, without limitation, reasonable attorneys' fees (including the allocated cost of internal counsel), settlement costs and disbursements) ("Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the conditionLoan Documents, quality, maintenance any of the transactions contemplated herein or the actual or proposed use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations proceeds of the FCC and other Applicable Law; providedLoans, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such Indemnified Liability is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (if any) willful misconduct. If and to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence foregoing may be unenforceable because it is violative of for any law or public policyreason, the Borrowers shall contribute Company and each Borrower hereby agrees to make the maximum portion which they are permitted to pay and satisfy under Applicable Law, contribution to the payment and satisfaction of all indemnified matters incurred each Indemnified Liability which is permissible under applicable law. In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 13.10 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the IndemniteesCompany, any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Lender and each of its affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages (including, without limitation, consequential damages), penalties, actions, judgments, suits, claimsliabilities, costs, and expenses and disbursements (including reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees including in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Facility Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. In case any claim is asserted or any action or proceeding is brought against an Indemnified Party, such Indemnified Party shall promptly notify the undertaking Borrower of such claim, action or proceeding and the Borrower shall resist, settle or defend with counsel reasonably acceptable to indemnifysuch Indemnified Party such claim, pay action or proceeding. If, within ten (10) days of the Borrower's receipt of such notice, the Borrower does not commence and hold harmless set forth continue to prosecute the defense of such claim, action or proceeding, then such Indemnified Party may retain legal counsel to represent it in such defense and the preceding sentence Borrower shall indemnify such Indemnified Party for the reasonable fees and expenses of such legal counsel. Subject to the foregoing, the Indemnified Parties shall cooperate and join with the Borrower, at the expense of the Borrower, as may be unenforceable because it is violative required in connection with any action taken or defended by the Borrower. The Borrower agrees not to assert any claim against the Lender, any of its affiliates, or any law of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower ---------------------------------------- agrees to protect, indemnify and hold harmless the Indemnitees Administrative Agent, BAS, and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.9 applies, such Indemnitee indemnity shall be ------------ effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking to indemnifyAdministrative Agent, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoan, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 11.9 applies, such Indemnitee indemnity shall be effective whether or (b) resulting from not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a breach party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of such Indemnitee their affiliates, or any of its obligations (if any) to fund its Commitment (if any) their respective directors, officers, employees, attorneys, agents, and advisers, on the Closing Date following satisfaction any theory of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III liability, for special, indirect, consequential, or punitive damages arising out of this Agreement). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Each Borrower agrees to protect, indemnify and hold harmless the Indemnitees from and against any and all liabilities, obligations, losses, damages (including, without limitation, consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of (i) any act or omission of the BorrowersBorrower, the Guarantors, any Affiliate of the Borrowersany such Persons, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders Lender contained herein, the making of the Term Loans, or the management of the Term Loans or the Collateral, or (z) the use or the intended use of the proceeds of the Term Loans hereunder; or (ii) any claim, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the Borrowers' compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Lawapplicable law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 10.11 with respect to matters indemnified hereby to the extent (a) determined in the final, non-appealable judgment of a court of competent jurisdiction to have resulted which are caused by or resulting from the willful misconduct or gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (if any) to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement)Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion which they are it is permitted to pay and satisfy under Applicable Lawapplicable law, to the payment and satisfaction of all indemnified matters incurred by the Indemnitees.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLetters of Credit, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking to indemnifyAgent, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. In consideration of the execution and delivery of this Agreement by the Lender and the extension of credit under the Loans, the Borrowers hereby indemnifies, exonerates and holds the Lender and its affiliates, officers, directors, employees, agents and advisors (acollectively, the "Indemnified Parties") The Borrowers jointly free and severally agree to protect, indemnify and hold harmless the Indemnitees from and against any and all liabilitiesclaims, obligationsactions, causes of action, suits, losses, damages costs, liabilities and damages, and expenses incurred in connection therewith (including, without limitation, consequential damagesirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the including reasonable and documented attorneys' fees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for and consultants of such Indemnitees or in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred byby reason of, or asserted against such Indemnitees (whether directin connection with the execution, indirectdelivery, enforcement, performance or consequential administration of this Agreement and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any acttransaction financed or to be financed in whole or in part, event directly or transaction related or attendant theretoindirectly, (y) the agreements of Lenders contained herein, the making of the Loans, or the management of the Loans or the Collateral, or (z) the use or the intended use of with the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Loans hereunder; Lender, the shareholders or (ii) any claim, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations creditors of the BorrowersLender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein are consummated, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (willful misconduct, and if any) and to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the foregoing undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of for any law or public policyreason, the Borrowers shall contribute hereby agree to make the maximum portion which they are permitted to pay and satisfy under Applicable Law, contribution to the payment and satisfaction of all indemnified matters incurred each of the Indemnified Liabilities which is permissible under applicable law. The Borrowers agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Credit Party, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by the Indemniteesa court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or special, as opposed to direct, damages.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Bank and each of its Affiliates and their respective officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs and expenses (includingincluding without limitation reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including without limitation, consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees limitation in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; Loan or (ii) the manufacture, storage, transportation, release or disposal of any claimHazardous Material on, cause from, over or affecting any of action, event the Collateral or circumstances relating to any of the business, assets, properties, licenses properties or operations of the Borrowers, Borrower or any of their AffiliatesSubsidiary or any predecessor in interest, includingdirectly or indirectly, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the such Indemnified Party's gross negligence or willful misconduct or gross negligence of such Indemnitee or (b) resulting from a willful breach of such Indemnitee of its obligations (if any) to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 9.16 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Bank, any of its Affiliates, or any of their respective directors, officers, employees, attorneys, agents and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loans. To the extent that any of the undertaking to indemnify, pay and hold harmless set forth in indemnities required from the preceding sentence may be Borrower under this provision are unenforceable because it is violative of they violate any law Applicable Law or public policy, the Borrowers Borrower shall contribute pay the maximum portion amount which they are it is permitted to pay and satisfy under Applicable Law, to the payment and satisfaction of all indemnified matters incurred by the Indemnitees.

Indemnification Limitation of Liability. In consideration of the execution and delivery of this Agreement by the Lender and the extension of credit under the Loans, each Borrower hereby indemnifies, exonerates and holds the Lender and its affiliates, officers, directors, employees, agents and advisors (acollectively, the "Indemnified Parties") The Borrowers jointly free and severally agree to protect, indemnify and hold harmless the Indemnitees from and against any and all liabilitiesclaims, obligationsactions, causes of action, suits, losses, damages costs, liabilities and damages, and expenses incurred in connection therewith (including, without limitation, consequential damagesirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the including reasonable and documented attorneys' fees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for and consultants of such Indemnitees or in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred byby reason of, or asserted against such Indemnitees (whether directin connection with the execution, indirectdelivery, enforcement, performance or consequential administration of this Agreement and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any acttransaction financed or to be financed in whole or in part, event directly or transaction related or attendant theretoindirectly, (y) the agreements of Lenders contained herein, the making of the Loans, or the management of the Loans or the Collateral, or (z) the use or the intended use of with the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Loans hereunder; Lender, the shareholders or (ii) any claim, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations creditors of the BorrowersLender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein are consummated, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (willful misconduct, and if any) and to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the foregoing undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of for any law or public policyreason, the Borrowers shall contribute hereby agree to make the maximum portion which they are permitted to pay and satisfy under Applicable Law, contribution to the payment and satisfaction of all indemnified matters incurred each of the Indemnified Liabilities which is permissible under applicable law. The Borrowers agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Credit Party, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by the Indemniteesa court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or special, as opposed to direct, damages.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agents and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 13.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking to indemnifyAgents, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower ---------------------------------------- agrees to protect, indemnify and hold harmless the Indemnitees Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non- appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking to indemnifyAgent, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. In consideration of the execution and delivery of this Agreement by the Agent and each Lender and the extension of credit under the Loans, the Borrower hereby indemnifies, exonerates and holds the Agent and each Lender and each of their respective affiliates, officers, directors, employees, agents and advisors (acollectively, the "Indemnified Parties") The Borrowers jointly free and severally agree to protect, indemnify and hold harmless the Indemnitees from and against any and all liabilitiesclaims, obligationsactions, causes of action, suits, losses, damages costs, liabilities and damages, and expenses incurred in connection therewith (including, without limitation, consequential damagesirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the including reasonable and documented attorneys' fees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for and consultants of such Indemnitees or in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred byby reason of, or asserted against such Indemnitees (whether directin connection with the execution, indirectdelivery, enforcement, performance or consequential administration of this Agreement and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any acttransaction financed or to be financed in whole or in part, event directly or transaction related or attendant theretoindirectly, (y) the agreements of Lenders contained herein, the making of the Loans, or the management of the Loans or the Collateral, or (z) the use or the intended use of with the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Loans hereunder; Agent or (ii) any claimLender, cause of action, event the shareholders or circumstances relating to the business, assets, properties, licenses or operations creditors of the Borrowers, Agent or any of their AffiliatesLender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein are consummated, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (willful misconduct, and if any) and to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the foregoing undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of for any law or public policyreason, the Borrowers shall contribute Borrower hereby agrees to make the maximum portion which they are permitted to pay and satisfy under Applicable Law, contribution to the payment and satisfaction of all indemnified matters incurred each of the Indemnified Liabilities which is permissible under applicable law. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of the Guarantors, any Credit Party, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by the Indemniteesa court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or special, as opposed to direct, damages.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking to indemnifyAgent, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Lender and each of its affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages (including, without limitation, consequential damages), penalties, actions, judgments, suits, claimsliabilities, costs, and expenses and disbursements (including reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees including in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Facility Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. In case any claim is asserted or any action or proceeding is brought against an Indemnified Party, such Indemnified Party shall promptly notify the undertaking Borrower of such claim, action or proceeding and the Borrower shall resist, settle or defend with counsel reasonably acceptable to indemnifysuch Indemnified Party such claim, pay action or proceeding. If, within ten (10) days of the Borrower's receipt of such notice, the Borrower does not commence and hold harmless set forth continue to prosecute the defense of such claim, action or proceeding, then such Indemnified Party may retain legal counsel to represent it in such defense and the preceding sentence Borrower shall indemnify such Indemnified Party for the reasonable fees and expenses of such legal counsel. Subject to the foregoing, the Indemnified Parties shall cooperate and join with the Borrower, at the expense of the Borrower, as may be unenforceable because it is violative of required in connection with any law action taken or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, to the payment and satisfaction of all indemnified matters incurred defended by the Indemnitees.Borrower. The Borrower agrees not to assert any claim against the Lender, any of its affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect,

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an “Indemnified Party”) from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimcollectively, cause of action“Indemnified Liabilities”), event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted fom such Indemnified Party’s gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking to indemnifyAgent, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent, BAS and each Lender and each of their affiliates and their respective officers, directors, employees and counsel to the Agent (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable fees and expenses of counsel and, penaltieswithout duplication, actionsthe allocated cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementSpinoff, the Notes Line of Business Transfer or the Revolving Credit Facility, the Transaction Documents, any of the Security Documents transactions specified therein or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the (i) such Indemnified Party's gross negligence or willful misconduct or gross negligence (ii) legal proceedings commenced against such Indemnified Party by any other Indemnified Party. In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 13.9 applies, such Indemnitee indemnity shall be effective whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries or any Guarantor, arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction transactions contemplated herein or in any of all conditions precedent the Transaction Documents, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to indemnifythe Transaction Documents, pay and hold harmless set forth in any of the preceding sentence may be unenforceable because it is violative transactions contemplated therein or herein or the actual or proposed use of the proceeds of the Loans, except for claims for such special, indirect, consequential, or punitive damages directly arising out of such party's gross negligence or willful misconduct. Without prejudice to the survival of any law or public policyother agreement of the Borrower hereunder, the Borrowers agreements and obligations of the Borrower contained in this SECTION 13.9 shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, to survive the payment in full of the Loans and satisfaction all other amounts payable under this Agreement and each other Loan Document and the occurrence of all indemnified matters incurred by the IndemniteesFacility Termination Date. 13.10.

Indemnification Limitation of Liability. In consideration of the execution and delivery of this Agreement by the Agent and each Lender and the extension of credit under the Loans, the Borrower hereby indemnifies, exonerates and holds the Agent and each Lender and each of their respective affiliates, officers, directors, employees, agents and advisors (acollectively, the "Indemnified Parties") The Borrowers jointly free and severally agree to protect, indemnify and hold harmless the Indemnitees from and against any and all liabilitiesclaims, obligationsactions, causes of action, suits, losses, damages costs, liabilities and damages, and expenses incurred in connection therewith (including, without limitation, consequential damagesirrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the including reasonable and documented attorneys' fees and disbursements (collectively, the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for and consultants of such Indemnitees or in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred byby reason of, or asserted against such Indemnitees (whether directin connection with the execution, indirectdelivery, enforcement, performance or consequential administration of this Agreement and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (x) the transactions evidenced by or relating to this Agreement, the Notes or any of the Security Documents or other Loan Documents, or any acttransaction financed or to be financed in whole or in part, event directly or transaction related or attendant theretoindirectly, (y) the agreements of Lenders contained herein, the making of the Loans, or the management of the Loans or the Collateral, or (z) the use or the intended use of with the proceeds of any Loan or Letter of Credit, whether or not such action is brought against the Loans hereunder; Agent or (ii) any claimLender, cause of action, event the shareholders or circumstances relating to the business, assets, properties, licenses or operations creditors of the Borrowers, Agent or any of their AffiliatesLender or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein are consummated, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence of such Indemnitee or (b) resulting from a breach of such Indemnitee of its obligations (willful misconduct, and if any) and to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the foregoing undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of for any law or public policyreason, the Borrowers shall contribute Borrower hereby agrees to make the maximum portion which they are permitted to pay and satisfy under Applicable Law, contribution to the payment and satisfaction of all indemnified matters incurred each of the Indemnified Liabilities which is permissible under applicable law. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, to the Parent or to any of their Subsidiaries, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by the Indemniteesa court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct; provided, however, in no event shall any Indemnified Party be liable for consequential, indirect or special, as opposed to direct, damages.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claim, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the undertaking to indemnifyAgent, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree to protectWhether or not the transactions contemplated herein are consummated, the Borrower shall indemnify and hold harmless the Indemnitees each Agent-Related Person and each Lender and each of their Affiliates and their respective officers, directors, employees, agents, and attorneys-in-fact (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements reasonable attorneys' fees) of any kind or nature whatsoever that may be incurred by or asserted or awarded against any Indemnified Party, in any way arising out of or in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementCredit Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or any actual or alleged presence or release of Hazardous Substances on or from any property currently or formerly owned or operated by the Borrower or any Subsidiary (ii) including any claim, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the BorrowersExcluded Subsidiary), or any of their Affiliates, including, without limitation, Environmental Claim related in any way to the Borrower or any Subsidiary (including any Excluded Subsidiary) (all claims relating to or arising out of the conditionforegoing, quality, maintenance or use of any asset which constitutes Collateralcollectively, the manner in which the Borrowers operates the Stations and their business"Indemnified Liabilities"), and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or 112 expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this SECTION 14.2 applies, such Indemnitee indemnity shall be effective whether or (b) resulting not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto. The Borrower agrees that no Indemnified Party shall be liable for any damages arising from a breach the use by others of such Indemnitee any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnified Party have any liability for any indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its obligations activities in connection herewith or therewith (if any) to fund its Commitment (if any) on whether before or after the Closing Date following Effective Date). All amounts due under this SECTION 14.2 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, to the payment and satisfaction of all indemnified matters incurred by the Indemniteesother Obligations.

Indemnification Limitation of Liability. (a) The Borrowers jointly and severally agree Borrower agrees to protect, indemnify and hold harmless the Indemnitees Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, transactions contemplated herein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The 108 115 Borrower agrees not to assert any claim against the undertaking to indemnifyAgent, pay any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.

Indemnification Limitation of Liability. (a) The Borrowers jointly Parent and severally the Borrower agree to protect, indemnify and hold harmless the Indemnitees Agent and each Lender and each of their affiliates and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damages liabilities, costs, and expenses (including, without limitation, consequential damages)reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, penalties, actions, judgments, suits, claims, costs, expenses and disbursements in each case arising out of any kind or nature whatsoever in connection with or by reason of (including, without limitation, the reasonable and documented fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigativeinvestigation, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred bylitigation, or asserted against such Indemnitees (whether direct, indirect, proceeding or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) preparation of defense in any manner relating to or arising out of (i) any act or omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with respect to (xconnection therewith) the transactions evidenced by or relating to this AgreementLoan Documents, the Notes or any of the Security Documents transactions contemplated herein or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, therein or the management of the Loans actual or the Collateral, or (z) the use or the intended proposed use of the proceeds of the Loans hereunder; or (ii) any claimLoans, cause of action, event or circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of the condition, quality, maintenance or use of any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby except to the extent (a) determined such claim, damage, loss, liability, cost, or expense is found in the a final, non-appealable judgment of by a court of competent jurisdiction to have resulted from the willful misconduct or such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.9 applies, such Indemnitee indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Parent or the Borrower or any of their directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Parent and the Borrower agree that no Indemnified Party shall have any liability (bwhether direct or indirect, in contract or tort or otherwise) resulting from a breach of such Indemnitee to it, any of its obligations (if any) Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to fund its Commitment (if any) on or in connection with the Closing Date following satisfaction of all conditions precedent transactions contemplated herein, except to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Parent and the undertaking Borrower agree not to indemnifyassert any claim against the Agent, pay any Lender, any of their affiliates, or any of their 100 respective directors, officers, employees, attorneys, agents, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative advisers, on any theory of any law liability, for special, indirect, consequential, or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, punitive damages arising out of or otherwise relating to the payment and satisfaction Loan Documents, any of all indemnified matters incurred by the Indemniteestransactions contemplated herein or the actual or proposed use of the proceeds of the Loans.